8-K: Rigetti Computing Establishes $350 Million At-The-Market Equity Offering Program

Rigetti Computing, Inc. has entered into an agreement with Jefferies LLC to establish an at-the-market equity offering program, allowing the company to sell up to $350 million of its common stock.

Summary

• Rigetti Computing, Inc. (the "Company") entered into an Open Market Sale AgreementSM (the "Agreement") with Jefferies LLC (the "Agent") on May 29, 2025.
• This Agreement establishes an at-the-market (ATM) offering program, enabling the Company to issue and sell, from time to time at its sole discretion, shares of its common stock having an aggregate offering price of up to $350,000,000.
• The Agent will use its commercially reasonable efforts to sell the shares on the Company's behalf, based upon the Company's instructions and consistent with normal sales practices and applicable laws.
• The Agent will be entitled to a commission of up to 3.0% of the gross proceeds from any shares sold through or to the Agent under the Agreement.
• The Company has no obligation to sell any shares, and the Agent is not required to sell any specific number or dollar amount of shares.
• The issuance and sale of shares, if any, will be made pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-287646), which was filed with the SEC on May 29, 2025.

Sentiment

Score: 6

Explanation: The establishment of an ATM offering provides Rigetti Computing with significant financial flexibility and access to capital, which is generally positive for a growth company in a capital-intensive industry. However, it also introduces potential dilution for existing shareholders and signals an ongoing need for funding, leading to a moderately positive but not overwhelmingly strong sentiment.

Positives

• Provides Rigetti Computing with a flexible and efficient mechanism to raise capital as needed, without the rigidities of a traditional underwritten offering.
• Allows the Company to access public markets opportunistically based on prevailing market conditions, potentially optimizing the timing and pricing of share sales.
• The maximum program amount of $350 million offers substantial potential funding to support ongoing operations, research and development, and strategic initiatives.
• The ATM structure can reduce the overall costs and time associated with capital raising compared to traditional equity offerings.

Negatives

• The potential issuance of new shares under the program could lead to dilution of existing shareholders' ownership interests.
• The existence of an ATM program may create an 'overhang' on the Company's stock, potentially contributing to downward pressure on the share price.
• There is no guarantee that the full $350 million will be raised, or that shares will be sold at favorable prices, as sales are subject to market demand and the Company's discretion.
• Commissions of up to 3.0% of gross proceeds will reduce the net capital received by the Company from any sales.

Risks

• Dilution Risk: Future sales of common stock under the ATM program will dilute the ownership interest of existing shareholders, potentially impacting earnings per share and stock price.
• Market Price Volatility: The price at which shares can be sold under the program is subject to market fluctuations, and there is no assurance that shares will be sold at prices favorable to the Company or its shareholders.
• No Obligation to Sell: The Company is not obligated to sell any shares, and the Agent is not required to sell any specific amount, meaning the Company may not raise the desired capital if market conditions are unfavorable or if it chooses not to sell.
• Suspension/Termination Risk: The Company or the Agent may suspend or terminate the offering at any time, which could limit the Company's access to capital when needed.
• Regulatory Compliance: The Company must continuously comply with SEC and Nasdaq listing requirements, including maintaining an effective registration statement, to utilize the ATM program.

Future Outlook

The ATM offering program provides Rigetti Computing with a flexible financing tool to raise capital opportunistically, supporting its ongoing operations and strategic initiatives without committing to a fixed amount or timing of sales. This mechanism allows the company to adapt to evolving market conditions and funding needs for long-term development and commercialization efforts in the quantum computing space.

Management Comments

• The Open Market Sale AgreementSM was signed on behalf of Rigetti Computing, Inc. by Jeffrey Bertelsen, Chief Financial Officer.

Industry Context

At-the-market offerings are a common and flexible capital-raising strategy, particularly for technology and growth companies that may require ongoing access to capital for research and development, operational scaling, or strategic investments. For a company in the nascent but capital-intensive quantum computing industry like Rigetti, this mechanism allows for efficient funding without the rigidities of traditional equity raises, enabling them to adapt to evolving market conditions and funding needs for long-term development and commercialization efforts.

Comparison to Industry Standards

• The establishment of an ATM offering program is a standard practice for publicly traded companies, especially those in high-growth or R&D-intensive sectors, to maintain financial flexibility. Companies like IonQ (IONQ) and Quantum Computing Inc. (QUBT) in the broader quantum technology space have also utilized similar capital-raising mechanisms to fund their operations and development.
• The commission rate of up to 3.0% payable to the agent is within the typical range for ATM offerings of this size and type, aligning with industry benchmarks for such services.
• The use of an automatic shelf registration statement on Form S-3 is a standard regulatory vehicle for well-known seasoned issuers to conduct continuous offerings, demonstrating compliance with SEC requirements for efficient capital access.

Stakeholder Impact

• Shareholders: Potential for dilution of existing ownership interests due to the issuance of new common stock under the program.
• Company: Gains enhanced financial flexibility and access to capital for funding operations, research and development, and strategic growth initiatives.
• Investors: Provides an opportunity to purchase shares directly from the company at market prices, though subject to market conditions and potential price volatility.

Next Steps

• Rigetti Computing may, at its sole discretion, issue and sell shares of its common stock under the ATM program.
• Jefferies LLC will use commercially reasonable efforts to sell shares based on the Company's instructions.
• The Company will file prospectus supplements and other required reports with the SEC related to sales under the program.

Key Dates

Keywords

Rigetti Computing, ATM Offering, At-The-Market, Equity Offering, Capital Raise, Common Stock, Jefferies LLC, Form 8-K, SEC Filing, Quantum Computing, Fundraising, Dilution