Filed Pursuant to Rule 424(b)(3)
Registration No. 333-266938
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated
September 14, 2022)
23,648,889 SHARES OF COMMON STOCK
This prospectus supplement supplements the prospectus, dated September 14, 2022 (the “Prospectus”), which forms a part of our
registration statement on Form S-1 (No. 333-266938). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the
information contained in Item 5.02 of our Current Report on Form 8-K/A filed with the Securities and Exchange Commission on December 2, 2022 (the “Current Report”). Accordingly, we
have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and
resale of up to 23,648,889 shares of our common stock, $0.0001 per share (the “common stock”), by B. Riley Principal Capital II, LLC (“B. Riley” or the “selling stockholder”). The shares included in the Prospectus
consist of shares of common stock that we have issued or that we may, in our discretion, elect to issue and sell to B. Riley, from time to time after the date of the Prospectus, pursuant to a Common Stock Purchase Agreement we entered into with B.
Riley on August 11, 2022 (the “Purchase Agreement”), in which B. Riley has committed to purchase from us, at our direction, up to $75,000,000 of our common stock, subject to terms and conditions specified in the Purchase Agreement.
Concurrently with our execution of the Purchase Agreement on August 11, 2022, we issued 171,008 shares of common stock to B. Riley as consideration for its irrevocable commitment to purchase shares of our common stock at our election in our
sole discretion, from time to time after the date of the Prospectus, upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement. See the section of the Prospectus titled “Committed Equity
Financing” for a description of the Purchase Agreement and the section titled “Selling Stockholder” for additional information regarding the selling stockholder.
We are not selling any shares of common stock being offered by the Prospectus and will not receive any of the proceeds from the sale of such
shares by B. Riley. However, we may receive up to $75,000,000 in aggregate gross proceeds from sales of our common stock to B. Riley that we may, in our discretion, elect to make, from time to time after the date of the Prospectus, pursuant to the
Purchase Agreement.
B. Riley may sell or otherwise dispose of the shares of common stock included in the Prospectus in a number of
different ways and at varying prices. See the section of the Prospectus titled “Plan of Distribution (Conflict of Interest)” for more information about how B. Riley may sell or otherwise dispose of the common stock being offered in the
Prospectus. B. Riley is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or
utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that
the information in this prospectus supplement updates and supersedes the information contained therein.
The common stock is listed on The
Nasdaq Capital Market (“Nasdaq”) under the symbol “RGTI.” On December 1, 2022, the last reported sales price of the common stock as reported on Nasdaq was $1.16 per share.
We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced
public company reporting requirements. The Prospectus complies with the requirements that apply to an issuer that is an emerging growth company.
Investing in
our securities involves a high degree of risks. You should review carefully the risks and uncertainties described in the section titled “Risk
Factors” beginning on page 20 of the prospectus, and under similar headings in any amendments or supplements to the prospectus.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated December 2, 2022.