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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):
September 4, 2026
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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Rigetti Computing, Inc. (the
“Company”) previously announced that its wholly-owned subsidiary, Rigetti & Co, LLC (“Rigetti Sub”), had entered
into a letter of intent with the United States Department of Commerce (the “Department”) with respect to a proposed award
under the U.S. CHIPS Act of 2022. On September 4, 2026 (the “Award Date”), Rigetti Sub entered into an Other Transaction Agreement
(the “Other Transaction Agreement”) with the Department, pursuant to which the Department agreed to provide Rigetti Sub funding
in the amount of up to $100 million (the “Award”) to accelerate superconducting quantum computing research and development.
The Other Transaction Agreement contemplates that Rigetti Sub will pursue research and development activities related to three overall
project tasks to address key technical challenges related to superconducting quantum computing: (i) compressing readout electronics into
an integrated, miniaturized package, (ii) expanding cryogenic capacity by orders of magnitude using a new cryostat architecture, and (iii)
developing the fabrication capabilities for high-connectivity chip architectures.
The Other Transaction Agreement
commences on the Award Date and terminates on the earlier of (i) the date all of the milestones under the Other Transaction Agreement
have been completed or (ii) the fifth anniversary of the Award Date, unless earlier terminated in accordance with the terms set forth
in the Other Transaction Agreement (the “Period of Performance”). Rigetti Sub may request an amendment of the Other Transaction
Agreement to extend the Period of Performance by submitting a request to the Department at least sixty calendar days prior to the expiration
of the Period of Performance.
Under the Other Transaction
Agreement, $43.9 million of the Award will be made available to Rigetti Sub on or as soon as practicable after the Award Date, and two
subsequent tranches of $29.9 million and $26.2 million to be made available by the Department to Rigetti Sub if the Department determines
to its satisfaction in its sole discretion that Rigetti Sub has achieved the milestones with respect to the tranche in accordance with
the applicable success criteria and by the applicable milestone date for such tranche. If Rigetti Sub fails to complete any required project
activity under the Other Transaction Agreement prior to the applicable required project activity date, subject to any applicable cure
period and/or forbearance provisions, the Department may demand recovery of the aggregate amount of payments made to Rigetti Sub pursuant
to the Other Transaction Agreement as a debt payable to the Department. In addition, Rigetti Sub is required to use the payments received
under the Award solely to pay for eligible project costs in accordance with the Other Transaction Agreement. Rigetti Sub is required to
make representations and warranties, as applicable, to the Department as of the Award Date and on each date on which a payment is made
to Rigetti Sub under the Other Transaction Agreement with respect to the following: organization; corporate power and authority; authorization;
no conflicts or consents; enforceability; financial statements; litigation; debarment or suspension; inverted domestic corporation status;
and tax liability.
The Other Transaction Agreement provides for certain
data and intellectual property rights, including U.S. government license rights, march-in rights and restrictions on transfer of intellectual
property developed using funds from the Award; domestic control and production, including U.S.-ownership and manufacturing requirements;
restrictions relating to foreign entities and national security, including with respect to business operations, investments, ownership
and partnerships; and security requirements, including compliance and certification obligations and assessments. In addition, Rigetti
Sub is subject to other compliance, reporting, and certification obligations under the Other Transaction Agreement, including with respect
to the Davis-Bacon Act and applicable federal laws, Executive Orders and policies. The Other Transaction Agreement provides the Department
with the right to demand recovery of the aggregate amount of payments made to Rigetti Sub as a debt payable to the Department for material
non-compliance with security and domestic control and production requirements therein. In addition, the Department has the right to terminate
the Other Transaction Agreement if there is a material failure on the part of Rigetti Sub to comply with the security and domestic control
and production provisions, or any other provision of the Other Transaction Agreement determined by the Department to be material.
The Department may terminate
the Other Transaction Agreement for convenience by providing sixty days’ written notice to Rigetti Sub. If Rigetti Sub has completed
each of the required project activities, it may terminate the Period of Performance for convenience by providing sixty days’ prior
written notice to the Department. If the Other Transaction Agreement is terminated for convenience by the Department prior to the latest
required project activity date, the rights of the Department to demand recovery of the aggregate amount of payments made to Rigetti Sub
pursuant to the Other Transaction Agreement will also terminate.
Securities Issuance Agreement
Under the Other Transaction
Agreement, the Company is obligated to enter into a securities issuance agreement and consummate the issuance of $100 million in shares
of common stock, par value $0.0001 (the “Common Stock”), of the Company to the Department.
As inducement for the Department
to enter into the Other Transaction Agreement, on September 8, 2026, the Company entered into a Securities Issuance Agreement (the “Securities
Issuance Agreement”) with the Department pursuant to which the Company will issue to the Department 7,739,938 shares of the Company’s
common stock (the “Shares”). The Shares were issued at an implied issuance price of $12.92 per share. Among other items, the
Securities Issuance Agreement provides for: (i) a restriction on merger or consolidation, or sale, transfer or lease of all or substantially
all of the Company’s property or assets, unless the successor, transferee or lessee party (other than the Company) expressly assumes
the obligations of the Company under the Securities Issuance Agreement; (ii) a limitation on the number of Shares that the Department
can transfer without prior written consent of the Company to the number of Shares equivalent to the amounts disbursed (and not returned)
under the Award, (iii) a prohibition on transfers in a privately negotiated transaction to any competitor of the Company, (iv) certain
resale shelf registration rights and piggyback registration rights in favor of the Department, (v) a covenant that the Department will
not vote any Shares, except with respect to (A) certain matters that would or would have the effect of increasing or decreasing the aggregate
number of authorized shares of Common Stock, increasing or decreasing the par value of the Common Stock, or altering or changing the powers,
preferences, or special rights of the Common Stock so as to adversely affect the Common Stock and (B) any merger, consolidation or similar
business combination involving the Company, and (vi) in the event the Department terminates the Other Transaction Agreement, the Company
will have the right to repurchase from the Department, at an aggregate purchase price of $1.00, that number of Shares equivalent to the
amount of the Award that had not been disbursed or returned.
The Securities Purchase Agreement
contains customary representations and warranties of the Company. The issuance of the Shares to the Department is expected to occur on
September 8, 2026.
The foregoing description of the Other Transaction
Agreement and Securities Issuance Agreement are summaries and are qualified in their entirety by the text of the Other Transaction Agreement
and Securities Issuance Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report
on Form 8-K (this “Current Report”) and are incorporated herein by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth
in Item 1.01 above is incorporated by reference herein. The offer and sale of the Shares will be made in reliance upon an exemption from
registration under the Securities Act of 1933 (the “Securities Act”), pursuant to Section 4(a)(2) thereof for a sale of securities
in transactions not involving any public offering.
No statement in this document
or the attached exhibits is an offer to purchase or sell or a solicitation of an offer to sell or buy the Company’s securities,
and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2026, the
Company issued a press release regarding entry into the Other Transaction Agreement. A copy of the press release is furnished as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
The information included in
Item 7.01 of this Current Report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the 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, except
as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this
Current Report and the exhibits hereto may be considered “forward-looking statements” within the meaning of the federal securities
laws, including with respect to the Company’s expectations regarding its future success and performance including expectations with
respect to its research and development; achieving the aim of the three research and development projects being pursued under the Other
Transaction Agreement; the Company’s ability to receive funding amounts as contemplated by the Other Transaction Agreement, including
the timeline for such funding; and the timing of the issuance of securities by the Company to the Department as part of the transaction.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management,
are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited
to: the Company’s issuance of securities to the Department pursuant to the transaction (including dilution to existing stockholders);
the Company’s ability to achieve milestones, technological advancements, including with respect to its technology roadmap; Company’s
ability to deliver products to customers in time or at all, including actions by customers, such as controls over their facilities and
cancelling orders; the ability of the Company to obtain government contracts successfully and in a timely manner and the availability
of government funding; the potential of quantum computing; the success of the Company’s partnerships and collaborations; the Company’s
ability to accelerate its development of multiple generations of quantum processors; the outcome of any legal proceedings that may be
instituted against the Company or others; the ability to maintain relationships with customers and suppliers and attract and retain management
and key employees; costs related to operating as a public company; changes in applicable laws or regulations; the possibility that the
Company may be adversely affected by other economic, business, or competitive factors; the Company’s estimates of expenses and profitability;
the evolution of the markets in which the Company competes; the ability of the Company to implement its strategic initiatives and expansion
plans; the expected use of proceeds from the Company’s past and future financings or other capital; the sufficiency of the Company’s
cash resources; unfavorable conditions in the Company’s industry, the global economy or global supply chain, including rising inflation
and interest rates, deteriorating international trade relations, political turmoil, natural catastrophes, military conflicts, and terrorist
attacks; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and
Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and other documents filed by the Company from time to time with
the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no
obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company
does not give any assurance that it will achieve its expectations.
The Company is providing the
additional risk factors set forth below to supplement the risks described in “Risk Factors” in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025 and the risks described in the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2026. The terms “we,” “us,” and “our” refers to Rigetti
Computing, Inc. and its consolidated subsidiaries.
The execution of the Other Transaction Agreement
and the Securities Issuance Agreement with the Department, the receipt of funding thereunder and the consummation of the related transactions
are subject to a number of risks and uncertainties.
| · | The timing and amount of funding under the Other Transaction Agreement is subject to the satisfaction
of project milestones and other conditions to disbursement that we may not meet on the anticipated timeline or at all. Disbursements
of the Award amounts are conditioned on the achievement of specific milestones. There can be no assurance that we will achieve these milestones
or satisfy the other conditions on the anticipated timeline or at all, and any failure to do so could delay or reduce the funding we expect
to receive, result in the Department its right to recover previously disbursed amounts or give rise to termination rights under the Other
Transaction Agreement. |
| · | The Department’s equity interest in the Company and its broader role as a counterparty and regulator
may limit our ability to pursue strategic transactions and may affect our relationships with customers, suppliers, partners and other
counterparties. The Department’s status as a stockholder may subject us to additional regulations or restrictions, could create
uncertainty for potential investors or business partners, and could limit our ability to secure future government grants or incentives
from other governmental entities, whether domestic or foreign, or cause other governmental entities to seek similar equity arrangements
as a condition of providing support. |
| · | The Other Transaction Agreement contains restrictions relating to foreign entities and national security
that may limit our business activities and strategic flexibility. We are subject to significant restrictions relating to foreign entities
and national security, including with respect to business operations, investment, ownership, joint ventures, research partnerships and
technology transfer with a foreign entity of concern, without the consent of the Department. These restrictions could limit our ability
to pursue international partnerships, investments, or business opportunities and could adversely affect our competitive position in markets
where foreign entities play a significant role. |
| · | U.S. Government has certain rights in intellectual property and data developed under the Other Transaction
Agreement, including march-in rights, which could limit our ability to fully commercialize funded innovations. Under the Other Transaction
Agreement, the U.S. Government has license rights to inventions developed under the Award. In addition, the Department has march-in rights
and a license to use certain project background intellectual property to the extent embedded in or necessary for the exercise of its rights
with respect to the intellectual property developed under the Award. These government rights could limit our ability to exclusively commercialize
innovations developed with government funding, and the exercise of march-in rights could result in competitors gaining access to our technology
on commercially reasonable terms, which could adversely affect our competitive position and the value of our intellectual property. |
| · | The Other Transaction Agreement imposes extensive compliance, reporting, and certification obligations
that will require administrative resources and could expose us to penalties for non-compliance. Among other things, we are required
to comply with the Davis-Bacon Act prevailing wage requirements, Executive Order requirements, and cybersecurity reporting obligations.
We are subject to financial reporting, annual technical milestone status reports, patent reports, annual research security plan certifications,
and annual third-party IT security assessments. Any failure to comply with these obligations could trigger remedies available to the Department,
including withholding of payments, recovery of disbursed funds, suspension or debarment, or termination of the Other Transaction Agreement,
any of which could have a material adverse effect on our business, prospects, financial condition, or results of operations. |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1*+ |
|
Other Transaction Agreement, dated September 4, 2026, by and between Rigetti & Co, LLC and the United States Department of Commerce. |
| |
|
|
| 10.2+ |
|
Securities Issuance Agreement, dated September 8, 2026, by and between Rigetti Computing, Inc. and the United States Department of Commerce. |
| |
|
|
| 99.1 |
|
Press Release issued by Rigetti Computing, Inc. dated September 8, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| |
* Certain portions of this exhibit (indicated by asterisks) have
been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+ Certain schedules, exhibits and attachments have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule, exhibit or attachment to
the Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any schedules, exhibits or attachments so furnished.
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: September 8, 2026 |
RIGETTI COMPUTING, INC. |
| |
|
|
| |
By: |
/s/ Jeffrey Bertelsen |
| |
|
Jeffrey Bertelsen |
| |
|
Chief Financial Officer |
Exhibit 99.1
Rigetti
Signs Definitive Agreement for $100M with U.S. Government to Accelerate R&D for Superconducting Quantum Computing
Rigetti announces that it has signed a definitive agreement with
the U.S. Department of Commerce for an award of $100 million to accelerate R&D projects addressing key technical challenges in scaling
and advancing superconducting quantum computers.
Berkeley, CA, September 8, 2026 -- Rigetti Computing, Inc.
(Nasdaq: RGTI) (“Rigetti” or the “Company”), a pioneer in full-stack quantum-classical computing, today announced
that its wholly owned subsidiary, Rigetti & Co, LLC, has signed a definitive agreement with the U.S. Department of Commerce (the
“Department”) for an award of $100 million in funding to accelerate superconducting quantum computing R&D.
The funding is allocated under the CHIPS Research and Development Office
Broad Agency Announcement pursuant to the CHIPS Act.
Under the agreement, Rigetti will pursue three R&D projects that
aim to address major technical bottlenecks in scaling superconducting quantum computing and will accelerate the Company’s roadmap
towards utility-scale quantum computing:
| 1. | Compressing readout electronics into an integrated, miniaturized package |
| 2. | Expanding cryogenic capacity by orders of magnitude using a new cryostat architecture |
| 3. | Developing the fabrication capabilities for high-connectivity chip architectures |
Quantum computing has tremendous promise to dramatically transform
critical areas including cryptography, chemistry, materials science, mathematical optimization, and AI/machine learning. Governments worldwide
are investing in this emerging technology given the national security and economic implications of quantum advantage.
“We are proud to be selected by the U.S. government to accelerate
R&D and progress against our roadmap to deliver commercially viable quantum computing capabilities,” says Dr. Subodh Kulkarni,
Rigetti CEO. “Solving crucial challenges in scaling gives us the opportunity to transform the industry by putting large-scale quantum
computers in the hands of America’s quantum computing researchers faster. Shortening the time to build quantum systems at scale
and reducing their cost will also allow for broader adoption, which will strengthen our domestic quantum computing ecosystem.”
The Department will receive a minority, non-controlling equity stake
in Rigetti as a condition for receiving the funds to enhance the return for the U.S. taxpayer.
About Rigetti
Rigetti is a pioneer in full-stack quantum computing. Rigetti quantum
computers are based on superconducting qubits, which are widely believed to be the leading qubit modality given their maturity, clear
path to scaling, and fast gate speeds. Rigetti quantum computing systems achieve gate speeds of 50-70 nanoseconds, which is about 10,000
times faster than trapped-ion systems and 100 times faster than neutral-atom systems.
Rigetti sells on-premises 9-qubit to 108-qubit quantum computing systems,
which support national laboratories and quantum computing centers. Rigetti’s Cepheus 36-qubit to 108-qubit systems are based on
the Company’s proprietary chiplet-based technology and include the Company’s control electronics. Rigetti’s 9-qubit
Novera QPU supports a broader R&D community with a high-performance, on-premises QPU designed to plug into a customer’s existing
cryogenic and control systems.
The Company operates quantum computers over the cloud through its Rigetti
Quantum Cloud Services (QCS) platform, enabling global enterprise, government, and research clients to pursue R&D. The Company’s
proprietary quantum-classical infrastructure provides high-performance integration with public and private clouds for practical quantum
computing.
Rigetti developed the industry’s first multi-chip quantum processor
for scalable quantum computing systems. Leveraging this proprietary technology, Rigetti deployed the industry’s largest multi-chip
quantum computer in 2026 with Cepheus-1-108Q, based on twelve 9-qubit chiplets tiled together. The Company designs and manufactures its
chips in-house at Fab-1, the industry’s first dedicated and integrated quantum device manufacturing facility. Learn more at https://www.rigetti.com/.
Rigetti Media Contact
press@rigetti.com
Cautionary Language and Forward-Looking Statements
Certain statements in this communication may be considered “forward-looking
statements” within the meaning of the federal securities laws, including with respect to the Company’s expectations regarding
its future success and performance including expectations with respect to its R&D; achieving the aim of the three R&D projects
being pursued under the definitive agreement; the promise quantum computers have to dramatically transform critical areas including cryptography,
chemistry, materials science, mathematical optimization, and AI/machine learning; the timeline for building quantum systems at scale
and reducing their costs; and the Company’s ability to receive funding amounts as contemplated by the definitive agreement, including
the timeline for such funding. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable
by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: the Company’s issuance of securities to the Department pursuant to the definitive
agreement (including dilution to existing stockholders); the Company’s ability to achieve milestones, technological advancements,
including with respect to its technology roadmap; Company’s ability to deliver products to customers in time or at all, including
actions by customers, such as controls over their facilities and cancelling orders; the ability of the Company to obtain government contracts
successfully and in a timely manner and the availability of government funding; the potential of quantum computing; the success of the
Company’s partnerships and collaborations; the Company’s ability to accelerate its development of multiple generations of
quantum processors; the outcome of any legal proceedings that may be instituted against the Company or others; the ability to maintain
relationships with customers and suppliers and attract and retain management and key employees; costs related to operating as a public
company; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business,
or competitive factors; the Company’s estimates of expenses and profitability; the evolution of the markets in which the Company
competes; the ability of the Company to implement its strategic initiatives and expansion plans; the expected use of proceeds from the
Company’s past and future financings or other capital; the sufficiency of the Company’s cash resources; unfavorable conditions
in the Company’s industry, the global economy or global supply chain, including rising inflation and interest rates, deteriorating
international trade relations, political turmoil, natural catastrophes, military conflicts, and terrorist attacks; and other risks and
uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q
for the quarter ended June 30, 2026 and other documents filed by the Company from time to time with the Securities and Exchange
Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not
intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance
that it will achieve its expectations.
