Rigetti Computing, Inc. — Capital/Financing Update 2025

May 30, 2025

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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): May 29, 2025

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. ¨

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Item 1.01 Entry into a Material Definitive Agreement.

On May 29, 2025, Rigetti Computing, Inc. (the “Company”) entered into an Open Market Sale Agreement SM (the “Agreement”) with Jefferies LLC (the “Agent”) with respect to an “at-the market” offering program, pursuant to which the Company may issue and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (“Company Common Stock”), through or to the Agent having an aggregate offering price of up to $350,000,000 (the “ATM Shares” and such program, the “ATM Offering”).

Subject to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares on the Company’s behalf from time to time, based upon the Company’s instructions, consistent with its normal sales practices and applicable state and federal laws, rules and regulations. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a commission of up to 3.0% of the gross proceeds of any of the ATM Shares sold through or to the Agent under the Agreement.

The issuance and sale of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares, and the Agent is not required to sell any specific number or dollar amount of the ATM Shares under the Agreement. The Company or the Agent may at any time suspend or terminate the offering of the ATM Shares upon notice to the other party and subject to other conditions.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Company Common Stock to be sold under the Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-287646) (the “2025 Registration Statement”), which was filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2025. The Company filed a prospectus supplement dated May 29, 2025 to the 2025 Registration Statement with the SEC in connection with the offer and sale of the ATM Shares pursuant to the Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock, nor shall there be any offer, solicitation, or sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Hogan Lovells US LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1	Open
Market Sale Agreement SM , by and between Rigetti Computing, Inc., and Jefferies LLC dated May 29, 2025.
5.1	Opinion
of Hogan Lovells US LLP.
23.1	Consent
of Hogan Lovells US LLP (contained in Exhibit 5.1).
104	Cover
Page Interactive Data File (embedded within the Inline XBRL document).

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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: May 29, 2025
By:	/s/ Jeffrey Bertelsen
	Jeffrey Bertelsen
	Chief Financial Officer

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