Zapata Quantum posts $6.04M nine-month loss
The amended convertible promissory notes permit a company election to convert at $0.04 per share when specified trading thresholds are met.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Zapata Quantum, Inc. (ZPTA) reported no revenue for the three and nine months ended September 30, 2026. Its nine-month net loss was $6.040 million, versus net income of $5.195 million a year earlier, and operating cash use was $4.484 million. At September 30, cash was $11.244 million, total debt was $4.721 million and stockholders’ equity was $1.527 million.
In April 2026, the company received $13.838 million net from issuing Series D preferred stock and warrants, on $15.000 million in gross proceeds. Management expects existing cash to fund its current operating plan for at least twelve months from the financial statements’ issuance date. The $1.480 million senior secured notes mature December 15, 2026; convertible promissory notes mature in June 2027.
Management deemed disclosure controls ineffective as of September 30, 2026, citing insufficient segregation of accounting duties, incomplete written control procedures, reliance on an outside accounting firm, and insufficient people, processes and systems for timely, accurate U.S. GAAP reporting. The company expects losses and negative operating cash flows as it expands its quantum-computing application business.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointNine-month result: $6.040 million loss versus $5.195 million income in 2025.
- Moderate pointDisclosure controls: deemed ineffective as of September 30, 2026.
Filing Explained
Potential share issuance remains conditional; October 30 cash was 10,459 thousand dollars, with management expecting at least twelve months of operating-plan funding from issuance.
This unaudited Form 10-Q reports Zapata Quantum had 194,321,718 common shares outstanding on
At
As of
Key Figures
Key Terms
going concern basis financial
volume-weighted average price financial
anti-dilutive financial
debt modification financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What revenue and earnings did ZPTA report for the first nine months of 2026?
How much cash did ZPTA have and use in operations?
When are ZPTA’s senior secured notes due?
What conditions allow ZPTA to elect conversion of its convertible notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
Or
For the transition period from ___________ to ___________
Commission
file number:
| (Exact name of registrant as specified in charter) |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
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 standard provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As
of October 30, 2026, the issuer had
TABLE OF CONTENTS
| Page | ||
| PART I - Financial Information | ||
| Item 1 | Financial Statements | 3 |
| Condensed Consolidated Balance Sheets – As of September 30, 2026 (Unaudited) and December 31, 2025 | 3 | |
| Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) – For the Three and Nine Months Ended September 30, 2026 and 2025 | 4 | |
| Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) – For the Three and Nine Months Ended September 30, 2026 and 2025 | 5 | |
| Condensed Consolidated Statements of Cash Flows (Unaudited) – For the Nine Months Ended September 30, 2026 and 2025 | 7 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 24 |
| Item 4 | Controls and Procedures | 24 |
| Part II - Other Information | ||
| Item 1 | Legal Proceedings | 26 |
| Item 1A | Risk Factors | 26 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
| Item 3 | Defaults Upon Senior Securities | 26 |
| Item 4 | Mine Safety Disclosures | 26 |
| Item 5 | Other Information | 26 |
| Item 6 | Exhibits | 26 |
| Signatures | 27 | |
| 2 |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
ZAPATA QUANTUM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Other liabilities | ||||||||
| Convertible promissory notes, current ($ | ||||||||
| Senior secured notes, current | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 5) | - | - | ||||||
| Stockholders’ equity (deficit) | ||||||||
| Convertible preferred stock (Series A), $ | – | – | ||||||
| Convertible preferred stock (Series C), $ | – | – | ||||||
| Convertible preferred stock (Series D), $ | – | – | ||||||
| Convertible preferred stock, value | – | – | ||||||
| Common Stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
ZAPATA QUANTUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In thousands, except share and per share amounts)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | – | $ | – | $ | – | $ | – | ||||||||
| Cost of revenue | – | – | – | – | ||||||||||||
| Gross profit | – | – | – | – | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | – | – | ||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | – | – | ||||||||||||||
| Loss on extinguishment of senior secured note | – | – | – | ( | ) | |||||||||||
| Gain on extinguishment of forward purchase agreement settlement liability | – | – | – | |||||||||||||
| Gain on extinguishment of liabilities | – | – | ||||||||||||||
| Other income | ||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Series D preferred stock capitalized dividend | ( | ) | – | ( | ) | – | ||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) per share attributable to common stockholders, basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) per share attributable to common stockholders, diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted-average common shares outstanding, basic | ||||||||||||||||
| Weighted-average common shares outstanding, diluted | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ZAPATA QUANTUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
(UNAUDITED)
For the three months ended September 30, 2026
(In thousands, except share amounts)
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Deficit | |||||||||||||||||||||||||
| Convertible Preferred Stock ($0.0001 par value) | Common Stock ($0.0001 par value) | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Deficit | |||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | | ||||||||||||||||||||
| Stock-based compensation expense | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Series D preferred stock capitalized dividends | – | – | – | – | – | ( | ) | – | ||||||||||||||||||||||||
| Common stock issued on conversion of Series C Preferred stock | ( | ) | – | – | – | – | – | – | ||||||||||||||||||||||||
| Common stock issued on conversion of Series D Preferred stock | ( | ) | – | – | – | – | – | – | ||||||||||||||||||||||||
| Common stock issued on exercise of warrants | – | – | – | – | – | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Cumulative translation adjustment | – | – | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2026 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
For the nine months ended September 30, 2026
(In thousands, except share amounts)
| Convertible Preferred Stock ($0.0001 par value) | Common Stock ($0.0001 par value) | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Deficit | |||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock-based compensation expense | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Debt discount on modification of convertible notes | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Cash received on sale of Series D Preferred stock, net of expenses | – | – | – | – | – | |||||||||||||||||||||||||||
| Series D preferred stock capitalized dividends | – | – | – | – | – | ( | ) | – | ||||||||||||||||||||||||
| Common stock issued on conversion of Series A Preferred stock | ( | ) | – | ( | ) | – | – | |||||||||||||||||||||||||
| Common stock issued on conversion of Series C Preferred stock | ( | ) | – | – | – | – | – | |||||||||||||||||||||||||
| Common stock issued on conversion of Series D Preferred stock | ( | ) | – | – | – | – | – | |||||||||||||||||||||||||
| Common stock issued on exercise of stock options | – | – | – | – | – | |||||||||||||||||||||||||||
| Common stock issued on exercise of warrants | – | – | – | – | – | |||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Cumulative translation adjustment | – | – | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2026 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| 5 |
For the three months ended September 30, 2025
(In thousands, except share amounts)
| Convertible Preferred Stock ($0.0001 par value) | Common Stock ($0.0001 par value) | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Deficit | |||||||||||||||||||||||||
| Balances at June 30, 2025 | – | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Stock-based compensation expense | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Vesting of restricted stock | – | – | ( | ) | – | – | – | |||||||||||||||||||||||||
| Issuances of Series C Convertible Preferred stock | – | – | – | – | – | |||||||||||||||||||||||||||
| Net income | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Cumulative translation adjustment | – | – | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2025 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
For the nine months ended September 30, 2025
(In thousands, except share amounts)
| Convertible Preferred Stock ($0.0001 par value) | Common Stock ($0.0001 par value) | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Deficit | |||||||||||||||||||||||||
| Balances at December 31, 2024 | – | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Beginning balance, value | – | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Stock-based compensation expense | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Vesting of restricted stock | – | – | ( | ) | – | – | – | |||||||||||||||||||||||||
| Issuance common stock resulting from the Consent agreement | – | – | – | – | ||||||||||||||||||||||||||||
| Issuance common stock resulting from the Conversion agreement | – | – | – | – | ||||||||||||||||||||||||||||
| Issuances of Series C Convertible Preferred stock | – | – | – | – | – | |||||||||||||||||||||||||||
| Net income | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Net income (loss) | – | – | – | – | – | – | ||||||||||||||||||||||||||
| Cumulative translation adjustment | – | – | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2025 | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Ending balance, value | $ | – | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ZAPATA QUANTUM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
| 2026 | 2025 | |||||||
| For the Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Non-cash interest expense | ||||||||
| Loss on extinguishment of senior secured note | ||||||||
| Gain on extinguishment of forward purchase agreement settlement liability | ( | ) | ||||||
| Gain on extinguishment of liabilities | – | ( | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current and non-current assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of Series D Preferred stock, net of expenses | ||||||||
| Proceeds from the exercise of stock options | ||||||||
| Proceeds from the exercise of warrants | ||||||||
| Proceeds from convertible notes, net | ||||||||
| Payment of senior secured notes | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental disclosures | ||||||||
| Debt discount on modification of convertible notes | $ | $ | ||||||
| Issuance of common stock in connection with settlement of liability | $ | $ | ||||||
| Issuance of common stock in connection with settlement of obligation | $ | $ | ||||||
| Issuance of series C preferred stock in connection with settlement of liability | $ | – | $ | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
ZAPATA QUANTUM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollar amounts in thousands, except per share and share amounts)
1. Nature of the Business and Basis of Presentation
Zapata Quantum, Inc. (the “Company”, “we”, “us”, or “our”), following a strategic realignment in 2025, offers solutions to efficiently deploy and accelerate the development of quantum and hybrid quantum-classical computing applications. These solutions include software and software tools supported by services. Its software platform is based on patented technology and supports a wide range of use cases in cryptography, pharmaceuticals, manufacturing, materials discovery and defense. These planned operations are subject to the Company raising sufficient capital. The Company has worked with Fortune 500 enterprises and government agencies to unlock the potential of quantum computing.
The accompanying condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026 (the “Annual Report”). The accompanying condensed consolidated financial statements are unaudited, and in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2026, and the results of its operations and its cash flows for the nine months ended September 30, 2026 and 2025. The balance sheet as of December 31, 2025 is derived from the Company’s audited financial statements.
Liquidity
The
accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of business. For the nine months ended September 30, 2026, the
Company recorded a net loss of $
In
April 2026, the Company sold and issued to accredited investors a total of
The Company is subject to risks and uncertainties similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, risks associated with changes in information technology, and the ability to raise additional capital to fund operations. The Company’s long-term success is dependent upon its ability to successfully market, deliver, and scale its quantum computing application development solutions, increase revenue, meet its obligations, obtain additional capital when needed and, ultimately, achieve profitable operations.
Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations, the restructuring activities aimed at restarting certain aspects of its core business require substantial funds to implement and there is no assurance that the Company will be able to continue raising the additional capital necessary to continue operations and execute on the Company’s business plan.
| 8 |
2. Summary of Significant Accounting Policies
The Company’s significant accounting policies are detailed in “Note 2. Summary of Significant Accounting Policies” of the Company’s Annual Report. The Company uses the same accounting policies in preparing its quarterly and annual consolidated financial statements. There have been no material changes to significant accounting policies during the nine months ended September 30, 2026.
Use of Estimates
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to, accruals for potential liabilities, the valuation of the Company’s Common Stock, and the fair value of stock-based awards. The Company’s estimates are based on historical information available as of the date of the unaudited condensed consolidated financial statements and various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions.
Warrant Instruments
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stock and whether the instrument holders could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and, for liability-classified warrants, at each reporting period end date while the warrants are outstanding.
Preferred Stock
The Company evaluates the classification of all preferred stock issued in accordance with the applicable guidance in ASC 480, Distinguishing Liabilities from Equity, and other relevant U.S. GAAP. Preferred stock that is mandatorily redeemable or otherwise embodies an obligation requiring the Company to redeem the instrument for cash or other assets is classified as a liability. Preferred stock that is redeemable upon the occurrence of events that are outside the Company’s control, or at the option of the holder, is classified as temporary (mezzanine) equity in accordance with SEC guidance. Preferred stock that is not mandatorily redeemable and does not contain redemption features requiring temporary equity classification is classified as permanent equity within stockholders’ equity.
The Company evaluates the terms of each preferred stock issuance to determine whether any embedded features require separate accounting under ASC 815, Derivatives and Hedging. If no such features require separate accounting and the preferred stock qualifies for equity classification, the instrument is recorded within stockholders’ equity. Issuance costs directly attributable to equity-classified preferred stock are recorded as a reduction of the carrying amount of the related equity instrument, net of any applicable tax effects.
Other policies
The Company’s other significant accounting policies are detailed in “Note 2. Summary of Significant Accounting Policies” of the Company’s Annual Report. The Company uses the same accounting policies in preparing its quarterly and annual consolidated financial statements. There have been no material changes to significant accounting policies during the nine months ended September 30, 2026.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.
Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
| 9 |
3. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
Schedule of Accrued Expenses and Other Current Liabilities
| September 30, 2026 | December 31, 2025 | |||||||
| Accrued employee compensation and benefit | $ | $ | ||||||
| Accrued professional fees | ||||||||
| Refunds payable | ||||||||
| Other | ||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
4. Debt
The aggregate principal amount of debt outstanding as of September 30, 2026 and December 31, 2025 consisted of the following:
Schedule of the Aggregate Principal Amount of Debt Outstanding
| September 30, 2026 | December 31, 2025 | |||||||
| Senior secured notes | $ | $ | ||||||
| Convertible promissory notes, net | ||||||||
| Total Debt | $ | $ | ||||||
Senior Secured Notes
The
Senior Secured Notes bear interest at the compound rate of
As
of December 31, 2025, the aggregate principal and accrued interest outstanding under the Senior Secured Notes totaled $
Convertible Promissory Notes
In
June 2025, the Company entered into a securities purchase agreement with accredited investors pursuant to which the Company issued secured
convertible promissory notes (the “Convertible Promissory Notes”) and warrants to purchase an aggregate of
The
Convertible Promissory Notes bear simple interest at a rate of
Effective
June 1, 2026, the Company and
The
Company evaluated the amendment under the debt modification and extinguishment guidance in ASC 470-50. The present value of the cash
flows under the amended terms differed from the present value of the remaining cash flows under the original terms by approximately
| 10 |
The
amendment increased the fair value of the embedded conversion option by approximately $
The Convertible Promissory Notes may not be prepaid before the maturity date without the written consent of the applicable holder and are secured pursuant to a security agreement entered into concurrently with their original issuance.
Upon
the occurrence of an event of default and written notice from the applicable holder, or automatically upon the occurrence of certain
bankruptcy-related events, the Convertible Promissory Notes become immediately due and payable, together with all accrued and unpaid
interest. Events of default include, among other matters, (i) failure to pay principal or interest when due, (ii) breaches of covenants
contained in the Convertible Promissory Notes or the securities purchase agreement, (iii) specified bankruptcy or insolvency events and
(iv) defaults under other indebtedness exceeding $
In
connection with the original issuance of the Convertible Promissory Notes in 2025, the Company incurred debt issuance costs of
approximately $
The Company accounts for the Convertible Promissory Notes at amortized cost. At issuance, no portion of the proceeds was allocated to the embedded conversion features because the conversion features did not require bifurcation and separate accounting as derivative instruments under ASC 815. The fair value of the Warrants issued in connection with the Convertible Promissory Notes was not material.
At
December 31, 2025, the carrying amount of the Convertible Promissory Notes and related accrued interest was approximately $
For
the nine months ended September 30, 2026, the Company recognized approximately $
5. Commitment and Contingencies
Forbearance Agreements
During
the year ended December 31, 2025, the Company entered into forbearance agreements (the “Forbearance Agreement”) with two
third-party creditors related to outstanding invoices totaling approximately $
Pursuant
to the Forbearance Agreement, the creditors have each agreed to temporarily forbear from enforcing collection of the $
During
the year ended December 31, 2025, the Company accounted for the $
Beginning
May 1, 2025, any unpaid portion of the Obligations will accrue a late charge at a rate equal to the lesser of
| 11 |
6. Convertible Preferred Stock
Series A Convertible Preferred Stock
As of September 30, 2026, the authorized, issued, and outstanding Series A Convertible Preferred Stock and their principal were as follows:
Schedule of Convertible Preferred Stock
| Series A Convertible Preferred Stock | ||||||||||||||||||||||||
| Par Value | Authorized | Issued and Outstanding | Carrying Value | Liquidation Preference | Common Stock Issuable Upon Conversion | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | – | |||||||||||||||||||||
| Issued | – | – | – | – | – | – | ||||||||||||||||||
| Converted to common stock | – | ( | ) | ( | ) | ( | ) | – | ( | ) | ||||||||||||||
| Balance at September 30, 2026 | – | – | – | $ | – | $ | – | – | ||||||||||||||||
Each
share of Series A is convertible into
On
April 7, 2026, the Company issued a total of
Series C Convertible Preferred Stock
As of September 30, 2026, the authorized, issued, and outstanding Series C Convertible Preferred Stock and their principal were as follows:
Schedule of Convertible Preferred Stock
| Series C Convertible Preferred Stock | ||||||||||||||||||||||||
| Par Value | Authorized | Stock Issued and Outstanding | Carrying Value | Liquidation Preference | Common Stock Issuable Upon Conversion | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | – | |||||||||||||||||||||
| Issued | – | – | – | – | – | – | ||||||||||||||||||
| Converted to common stock | – | – | ( | ) | ( | ) | – | ( | ) | |||||||||||||||
| Balance at September 30, 2026 | $ | $ | – | |||||||||||||||||||||
Each
share of Series C Convertible Preferred Stock is convertible into
During
the nine months ended September 30, 2026,
| 12 |
Series D Convertible Preferred Stock
As of September 30, 2026, the authorized, issued, and outstanding Series D Convertible Preferred Stock and their principal were as follows:
Schedule of Convertible Preferred Stock
| Series D Convertible Preferred Stock | ||||||||||||||||||||||||
| Par Value | Authorized | Issued and Outstanding | Carrying Value | Liquidation Preference | Common Stock Issuable Upon Conversion | |||||||||||||||||||
| Balance at December 31, 2025 | – | – | – | $ | – | $ | – | – | ||||||||||||||||
| Issued | ||||||||||||||||||||||||
| Capitalized dividends | – | – | – | |||||||||||||||||||||
| Converted to common stock | – | – | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at September 30, 2026 | $ | $ | ||||||||||||||||||||||
In
April 2026, the Company sold and issued to accredited investors a total of
Each
share of Series D Convertible Preferred Stock is convertible into
In
connection with the Offering, the Company paid the Placement Agents:
Holders
of the Series D Convertible Preferred Stock are entitled to cumulative dividends at an annual rate of
During
the nine months ended September 30, 2026,
Series D Convertible Preferred Stock Dividends
The
Series D Convertible Preferred Stock had an aggregate stated value of $
For
the quarter ended June 30, 2026 and September 30, 2026, the Company elected to capitalize the accrued dividend rather than issue shares
of Common Stock. The prorated dividend from the issuance date through
The stated value, carrying amount and liquidation preference of the Series D Convertible Preferred Stock were as follows:
Schedule of Carrying Amount and Liquidation Preference
| September 30, 2026 | ||||
| Original aggregate stated value | $ | |||
| Capitalized dividend | ||||
| Converted to common stock | ( |
) | ||
| Ending aggregate stated value | ||||
| Less: issuance costs | ( | ) | ||
| Ending carrying amount | ||||
| Minimum liquidation preference, 110% of stated value | $ | |||
Under
the terms of the Series D Convertible Preferred Stock, upon a liquidation event, holders are entitled to receive, before any distribution
to holders of Common Stock or junior securities, an amount equal to the greater of
| 13 |
The capitalized dividend was recorded as an increase to additional paid-in capital attributable to the Series D Convertible Preferred Stock and a corresponding increase to accumulated deficit. The dividend did not affect net loss, comprehensive loss or cash flows.
For
purposes of calculating basic and diluted net loss per share attributable to common stockholders, the $
Liquidation and Deemed-Liquidation Provisions
The Series D Convertible Preferred Stock has no fixed maturity date and does not provide the holders with a general right to require the Company to redeem the shares while the Company continues as a going concern. However, upon the occurrence of a Liquidation Event, each holder is entitled to receive, before any distribution is made to holders of Common Stock or other junior securities, cash from the assets of the Company legally available for distribution in an amount equal to the greater of (i) 110% of the then-current stated value of the holder’s Series D Convertible Preferred Stock and (ii) the amount the holder would have been entitled to receive had the Series D Convertible Preferred Stock been converted into Common Stock immediately before the Liquidation Event. A holder may elect to receive Common Stock, based on the then-current conversion rate, in lieu of cash.
A Liquidation Event includes a voluntary or involuntary liquidation, dissolution or winding up of the Company and certain merger, consolidation or other transactions after which the Company’s pre-transaction stockholders own less than 50% of the equity or voting power of the surviving entity, subject to the financing-transaction exception contained in the Certificate of Designations.
Equity Classification
The Company evaluated the Series D Convertible Preferred Stock under ASC 480, Distinguishing Liabilities from Equity, and ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities. The Series D Convertible Preferred Stock is not mandatorily redeemable because it has no fixed redemption date, does not provide the holders with a general right to require redemption and does not otherwise contain an unconditional obligation requiring the Company to transfer cash or other assets. Accordingly, the Series D Convertible Preferred Stock is not classified as a liability under ASC 480.
The Company determined that classification within permanent stockholders’ equity is appropriate. The cash preference payable upon an actual liquidation, dissolution or winding up represents an ordinary liquidation preference and does not require temporary-equity classification. In addition, a merger or consolidation that would constitute a deemed Liquidation Event requires substantive approval by the Company’s Board of Directors. The Board may withhold its approval and the holders of the Series D Convertible Preferred Stock do not control the Board or otherwise have the contractual ability to compel the Company to enter into such a transaction. Accordingly, the deemed-liquidation event is within the Company’s control for purposes of ASC 480-10-S99-3A. The Series D Convertible Preferred Stock is therefore classified within permanent stockholders’ equity, and the Company does not accrete its carrying amount to the 110% liquidation preference. The Company will reassess the classification if the relevant contractual, governance or control circumstances change.
7. Common Stock
As
of September 30, 2026 and December 31, 2025, the Company had authorized
Under the terms of the Company’s certificate of incorporation, the Company’s Board of Directors is authorized to direct the Company, without any action or vote by its stockholders (except as may be provided by the terms of any class or series of Company preferred stock then outstanding), to issue shares of preferred stock in one or more series without the approval of the Company’s stockholders. The Company’s Board of Directors has the discretion to determine the rights, powers, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
2026 Activity
On
April 7, 2026, the Company issued a total of
| 14 |
On
April 30, 2026, the Company issued
During
the nine months ended September 30, 2026, the Company issued
During
the nine months ended September 30, 2026,
During
the nine months ended September 30, 2026,
2025 Activity
Restricted Stock Units
A
total of
Consent Agreement
In
June 2025, the Company entered into Consent Agreement with Sandia under which Sandia waived certain rights and existing defaults under
the Senior Secured Note agreement related to the issuance of Convertible Promissory Notes. The Company issued
Conversion Agreements
In
June 2025, the Company issued
In
June 2025, the Company issued
In June 2025, the Company issued
Unvested Shares
In
connection with the closing on March 28, 2024 of the business combination with Andretti Acquisition Corp. (“AAC”),
8. Warrants
Warrant activity during the nine months ended September 30, 2026 is as follows:
Schedule of Warrants Activity
| Number of Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Balance at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited and expired | – | – | ||||||||||||||
| Balance at September 30, 2026 | $ | $ | ||||||||||||||
| Warrants vested and exercisable at September 30, 2026 | $ | $ | ||||||||||||||
On
April 22, 2026, the Company issued
| 15 |
Based
on a fair market value of $
During
the nine months ended September 30, 2026, the Company issued
As
of September 30, 2026, there was
9. Compensation Plans
Stock Option
Stock option activity during the nine months ended September 30, 2026 is as follows:
Schedule of Stock Option Activity
| Number of Shares | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | |||||||||||||
| Balance at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited and expired | ( | ) | ||||||||||||||
| Balance at September 30, 2026 | ||||||||||||||||
| Options vested and exercisable at September 30, 2026 | $ | $ | ||||||||||||||
During
the nine months ended September 30, 2026, the Company granted options exercisable into
On
April 30, 2026, the Company issued
As
of September 30, 2026, there was $
Based
on a fair market value of $
Stock-Based Compensation
The following table summarizes the classification of the Company’s stock-based compensation expense related to stock options and restricted common stock in the condensed consolidated statements of operations and comprehensive income (loss):
Schedule of Classification of Company’s Stock-Based Compensation Expense
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Research and development | $ | $ | – | $ | $ | – | ||||||||||
| Sales and marketing | – | – | ||||||||||||||
| General and administrative | ||||||||||||||||
| Stock based compensation expense | $ | $ | $ | $ | ||||||||||||
| 16 |
10. Forward Purchasing Agreement
On March 25, 2024, the Company entered into a forward purchase agreement with Sandia. The Forward Purchase Agreement contains (i) an Optional Early Termination provision, which is considered an in-substance put option (the “Optional Early Termination”) and (ii) a Variable Maturity Consideration which is the amount of the Settlement Amount Adjustment in excess of the Settlement Amount (the “Variable Maturity Consideration”). The Optional Early Termination and the Variable Maturity Consideration, as combined, are considered a freestanding financial instrument as the Optional Early Termination and the Variable Maturity Consideration cannot be legally detachable and separately exercisable from each other and together, meet the definition of a derivative instrument. Pursuant to the Forward Purchase Agreement, the Seller has the option to early terminate the arrangement in whole or in part by providing written notice to the Company, and the Seller will pay the Company an amount equal to the product of the number of shares that are early terminated and the reset price then in effect. If the Seller exercises an Optional Early Termination, then the Settlement Amount and the Settlement Amount Adjustment to be paid at the Valuation Date will be reduced in proportion to the number of shares subject to the Optional Early Termination. Additionally, the Company may be obligated to pay consideration to the Seller in cash or, under certain circumstances, in shares of the Company’s common stock, if the Settlement Amount Adjustment exceeds the Settlement Amount.
The Company recorded the derivative instrument as a liability on its condensed consolidated balance sheets and measured it at fair value with the initial value of the derivative instrument recorded as a loss on issuance of forward purchase agreement derivative liability in the condensed consolidated statements of operations and comprehensive income (loss). The forward purchase agreement derivative liability was subsequently remeasured to fair value at each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive income (loss).
Upon
the occurrence of the VWAP Trigger Event, which was met when the Company’s common stock traded below $
In
June 2025, the Company entered into the Conversion Agreement with Sandia. Pursuant to the Conversion Agreement the Company settled its
obligation under the Forward Purchase Agreement by issuing
11. Segment Information
The
Company operates and manages its business activities on a consolidated basis and operates in a single reportable
The CODM relies on consolidated net loss as a comprehensive measure of the Company, considering all revenues and expenses, including cost of revenue, employee compensation, stock-based compensation, legal and professional fees, and consulting costs. Other operating expenses include all remaining costs necessary to operate our business and primarily include advertising, corporate compliance, and overhead expenses. Additionally, the CODM also reviews total assets to assess the Company’s financial position and resource allocation. The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. The Company’s long-lived assets consist primarily of property and equipment, net. As of September 30, 2026, the Company does not have material long-term assets outside the U.S.
The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM:
Schedule of Segment Reporting Information
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Employee compensation and benefits | $ | $ | $ | |||||||||||||
| Stock-based compensation expense | ||||||||||||||||
| Legal and professional fees | ||||||||||||||||
| Consulting costs | - | |||||||||||||||
| Other operating expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
12. Net Loss per Share
The following table sets forth the computation of basic and diluted net loss per common share attributable to stockholders:
Schedule of Computation of Basic and Diluted Net Loss Per Common Share Attributable to Stockholders
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) attributable to common stockholders, basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Undistributed earnings allocated to participating preferred stock | – | ( | ) | – | ( | ) | ||||||||||
| Series D preferred stock dividend | ( | ) | – | ( | ) | – | ||||||||||
| Effect of potentially dilutive securities: | ||||||||||||||||
| Conversion of participating preferred stock | – | – | ||||||||||||||
| After-tax interest expense on convertible notes | – | – | ||||||||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Denominator: | ||||||||||||||||
| Weighted-average common shares outstanding, basic | ||||||||||||||||
| Effect of potentially dilutive securities: | ||||||||||||||||
| Convertible notes | – | – | ||||||||||||||
| Restricted Stock | – | – | ||||||||||||||
| RSUs | – | – | ||||||||||||||
| Weighted-average common shares outstanding, diluted | ||||||||||||||||
| Net income (loss) per share attributable to common stockholders, | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| 17 |
The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated, since their inclusion would be anti-dilutive:
Schedule of Potential Common Shares Presented Based on Amounts Outstanding
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Series C Preferred Shares | – | – | ||||||||||||||
| Series D Preferred Shares | – | – | ||||||||||||||
| Senior Secured Notes, including accrued interest | ||||||||||||||||
| Convertible Notes, excluding accrued interest | – | – | ||||||||||||||
| Warrants to purchase common stock | ||||||||||||||||
| Stock options to purchase common stock | ||||||||||||||||
| Unvested Shares | ||||||||||||||||
| Restricted stock units | ||||||||||||||||
| Antidilutive securities earnings per share, amount | ||||||||||||||||
13. Subsequent Events
The Company has evaluated all events subsequent to September 30, 2026 and through October 30, 2026, which represents the date these unaudited condensed consolidated financial statements were available to be issued.
Subsequent
to September 30, 2026, the Company granted options exercisable into
| 18 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Forward-Looking Statements” and “Risk Factors” sections of this Quarterly Report on Form 10-Q, which describe factors or events that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Cautionary Note Regarding Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for prospective future growth, cash flows, ability to service outstanding debt obligations, operating results, potential future trends and developments within our industry and the U.S. and global economies generally, plans and expectations for the Company, our future business plan and capital raising efforts, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, and liquidity. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” and similar words and expressions. We have based these forward-looking statements largely on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements are based on current expectations and projections about future events and financial trends, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements.
The results anticipated by any or all of these forward-looking statements might not occur. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, our ability to raise the necessary capital to re-establish material operations and generate revenue and the terms and timing of any related transactions, central bank interest rates and future interest rate changes, the risks arising from the impact of inflation, tariffs and tariff litigation, the impact of the war with Iran, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our ability to attract customers to our products and services, the potential for regulatory changes impacting quantum computing, artificial intelligence, data privacy and other areas that impact the Company’s business, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the risks and uncertainties disclosed in our Form 10-K for the year ended December 31 2025 filed with the SEC. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Overview
Zapata is a leading pure-play hardware-agnostic quantum software company. Following a strategic realignment in 2025, the Company offers subscription-based solutions to efficiently deploy and accelerate the development of quantum and hybrid quantum-classical computing applications. Founded in 2017 by researchers from a Harvard University Quantum Computing Lab, Zapata has built one of the industry’s most robust intellectual property portfolios in quantum and hybrid quantum-classical computing and algorithmic methods, with over 60 patents, granted and pending, developed over eight years.
Zapata’s software platform for quantum computing applications is based on our patented technology and supports a wide range of use cases in cryptography, pharmaceuticals, manufacturing, materials discovery and defense. To the Company’s knowledge, it is the only organization to have participated across all technical areas of the Defense Advanced Research Projects Agency’s (“DARPA”)’s Quantum Benchmarking program and it has worked with Fortune 500 enterprises and government agencies to unlock the potential of quantum computing.
Following a period of broader AI exploration, the Company undertook, in 2024 and 2025, a strategic realignment to refocus on its core quantum mission: developing the software and tooling layer that enables enterprises, governments, and researchers to harness quantum computing for economically meaningful outcomes.
In late 2024 the Company voluntarily elected to temporarily suspend its operations due to its limited capital resources and inability to access adequate liquidity to continue to fund its operations and meet its outstanding debt obligations. In June 2025, the Company commenced debt restructuring and capital raising transactions and the reinstatement of operations by (1) entering into exchange agreements with unsecured creditors pursuant to which such creditors agreed to exchange outstanding obligations payable to them for Common Stock and certain rights related thereto, and (2) the Company sold convertible notes and warrants for gross proceeds of $3,000. The Company has since been continuing efforts to negotiate and restructure outstanding obligations and raise capital. In the furtherance of scaling operations, the Company has also entered into advisory agreements with third parties and agreed to compensate such parties in the form of equity and/or cash compensation.
| 19 |
Zapata’s hardware-agnostic approach and proprietary technology address the “software bottleneck” that limits quantum adoption. The Company’s products - Orquestra, Bench-Q, Quantum Graph, and Quantum Pilot - provide the infrastructure and workflow tools that connect problem discovery, algorithm design, and hardware execution. These tools are supported by professional services, partnerships, and licensing programs that collectively form the Company’s business model.
Recent Developments
In April 2026, we sold and issued to accredited investors a total of 15,000 shares of Series D (which are convertible into 34,160,784 shares of Common Stock, subject to adjustment) and Warrants to purchase up to 17,080,392 shares of Common Stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of $15,000. We received net proceeds of $13,838 after deducting commissions and fees. We intend to use the net proceeds for working capital and general corporate purposes.
As part of the Offering, we entered into a Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, Series D, Warrants, and Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on April 8, 2026.
See “Liquidity and Capital Resources” below for additional information.
Components of Our Results of Operations
Revenue
Our revenue historically was generated primarily from sales of subscriptions to our software platform and related services. Subscriptions to our software platform are offered as stand-ready access to our cloud environment on an annual or multi-year basis. We may also offer consulting services in the form of stand-ready scientific and software engineering services, which are typically only offered in conjunction with our software platform. We evaluate our contracts at inception to determine if the terms represent a single, combined performance obligation or multiple performance obligations. We generated no revenue in each of the three and nine months ended September 30, 2026 and September 30, 2025.
Cost of Revenue
Cost of revenue includes expenses related to supporting product offerings. Our primary cost of revenue is personnel costs, including salaries and other personnel-related expense. Cost of revenue also includes costs relating to our information technology and systems, including depreciation, network costs, data center maintenance, database management and data processing costs. We allocate these overhead expenses based on headcount and thus are reflected in cost of revenue and each operating expense category.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel-related costs, including salaries and wages, benefits, commissions, bonuses and stock-based compensation expense for our employees engaged in sales and sales support, business development, marketing, corporate partnerships, and customer service functions. Sales and marketing expenses also include costs incurred for market research, tradeshows, branding, marketing, promotional expense, and public relations, as well as facilities and other supporting overhead costs, including depreciation and amortization. Sales and marketing expenses are primarily driven by investments in the growth of our business. We expect sales and marketing expenses, expressed as a percentage of revenue, to vary from period to period for the foreseeable future.
Research and Development
Research and development expenses consist primarily of personnel-related costs, including salaries and wages, benefits, bonuses, and stock-based compensation expense for our scientists, engineers and other employees engaged in the research and development of our products. In addition, research and development expenses include third party software subscription costs, facilities and other supporting overhead costs, including depreciation and amortization. Research and development costs are expensed as incurred.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related costs, including salaries and wages, bonuses, benefits, and stock-based compensation expense for our finance, legal, information technology, human resources, and other administrative personnel. General and administrative expenses also include facilities and supporting overhead costs, including depreciation and amortization, and external professional services.
| 20 |
Other Expense, Net
Other expense, net consists primarily of fair value adjustments related to our Senior Secured Notes and derivative contract in connection with our Forward Purchase Agreement, interest income, interest expense and foreign exchange gains and losses from our international operations.
Results of Operations
Comparison of the Three months Ended September 30, 2026 and 2025
The following table summarizes our results of operations for the three months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue | $ | – | $ | – | $ | – | – | % | ||||||||
| Cost of revenue | – | – | – | – | ||||||||||||
| Gross profit | – | – | – | – | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 713 | 6 | 707 | 11,783 | ||||||||||||
| Research and development | 1,041 | – | 1,041 | N/M | ||||||||||||
| General and administrative | 1,023 | 1,023 | - | - | ||||||||||||
| Total operating expenses | 2,777 | 1,029 | 1,748 | 170 | ||||||||||||
| Loss from operations | (2,777 | ) | (1,029 | ) | (1,748 | ) | (170 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (184 | ) | (136 | ) | (48 | ) | 35 | |||||||||
| Interest income | 49 | – | 49 | N/M | ||||||||||||
| Gain on extinguishment of liabilities | – | 4,417 | (4,417 | ) | (100 | ) | ||||||||||
| Other income, net | 17 | 13 | 4 | 31 | ||||||||||||
| Total other income (expense), net | (118 | ) | 4,294 | (4,412 | ) | (103 | ) | |||||||||
| Net income (loss) | $ | (2,895 | ) | $ | 3,265 | $ | (6,160 | ) | (189 | )% | ||||||
Operating Expenses
Sales and Marketing Expenses
Sales and marketing expense was $713 for the three months ended September 30, 2026, as compared to $6 for the three months ended September 30, 2025. The increase reflects higher employee compensation costs, marketing expenses, and stock-based compensation expense.
Research and Development Expenses
Research and development expense was $1,041 for the three months ended September 30, 2026, as compared to $0 for the three months ended September 30, 2025. The increase reflects higher employee compensation costs, advisor fees, and stock-based compensation expense.
General and Administrative Expenses
General and administrative expenses were $1,023 for the three months ended September 30, 2026, compared to $1,023 for the three months ended September 30, 2025. Current-quarter expenses mainly consisted of insurance, software costs, salaries and benefits, and legal and professional fees, including $142 of legal expenses related to our intellectual property.
Other Expense, Net
Other expense, net was $118 for the three months ended September 30, 2026, compared to other income, net of $4,294 for the three months ended September 30, 2025. The $4,412 negative variance was primarily driven by the prior year recording of a $4,294 gain on extinguishment of liabilities.
| 21 |
Comparison of the Nine Months Ended September 30, 2026 and 2025
The following table summarizes our results of operations for the nine months ended September 30, 2026 and 2025:
| Nine Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenue | $ | – | $ | – | $ | – | – | % | ||||||||
| Cost of revenue | – | – | – | – | ||||||||||||
| Gross profit | – | – | – | – | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 1,171 | 6 | 1,165 | 19,417 | ||||||||||||
| Research and development | 1,659 | – | 1,659 | N/M | ||||||||||||
| General and administrative | 2,771 | 2,287 | 484 | 21 | ||||||||||||
| Total operating expenses | 5,601 | 2,293 | 3,308 | 144 | ||||||||||||
| Loss from operations | (5,601 | ) | (2,293 | ) | (3,308 | ) | (144 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (545 | ) | (379 | ) | (166 | ) | 44 | |||||||||
| Interest income | 49 | – | 49 | N/M | ||||||||||||
| Loss on extinguishment of senior secured note | – | (134 | ) | 134 | (100 | ) | ||||||||||
| Gain on extinguishment of forward purchase agreement settlement liability | – | 2,357 | (2,357 | ) | (100 | ) | ||||||||||
| Gain on extinguishment of liabilities | – | 5,614 | (5,614 | ) | (100 | ) | ||||||||||
| Other income (expense), net | 57 | 30 | 27 | 90 | ||||||||||||
| Total other income (expense), net | (439 | ) | 7,488 | (7,927 | ) | (106 | ) | |||||||||
| Net income (loss) | $ | (6,040 | ) | $ | 5,195 | $ | (11,235 | ) | (216 | )% | ||||||
Operating Expenses
Sales and Marketing Expenses
Sales and marketing expense was $1,171 for the nine months ended September 30, 2026, as compared to $6 for the nine months ended September 30, 2025. The increase reflects an increase in employee compensation costs, marketing expenses, and stock-based compensation expense.
Research and Development Expenses
Research and development expense was $1,659 for the nine months ended September 30, 2026, as compared to $0 for the nine months ended September 30, 2025. The increase reflects an increase in employee compensation costs, advisor fees, and stock-based compensation expense.
General and Administrative Expenses
General and administrative expenses were $2,771 for the nine months ended September 30, 2026, compared to $2,287 for the nine months ended September 30, 2025. The increase of $484 reflects an increase in stock-based compensation expenses and employee compensation. Current-quarter expenses mainly consisted of insurance, software costs, salaries and benefits, and legal and professional fees, including $261 of legal expenses related to our intellectual property.
Other Expense, Net
Other expense, net was $439 for the nine months ended September 30, 2026, compared to other income, net of $7,488 for the nine months ended September 30, 2025. The $7,927 negative variance was primarily driven by the prior year recording of a $2,357 gain on extinguishment of Forward Purchase Agreement settlement liability and a $5,614 gain on extinguishment of liabilities. These favorable items were partially offset by a $134 loss on extinguishment of Senior Secured Note, and a $117 increase in interest expense, net of interest income.
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily with proceeds from sales of Convertible Preferred Stock and Common Stock and the issuance of Convertible Notes. For the nine months ended September 30, 2026, we recorded a net loss of $6,040, used cash in operations of $4,484 and had a stockholders’ equity of $1,527 as of that date. As of September 30, 2026, we had a cash balance of $11,244. Cash used in operations was primarily from the Company’s operating losses, working capital, and investment in strategic growth initiatives. We have incurred significant losses and negative cash flows from operations since inception and expect to continue to incur losses and negative cash flows for the foreseeable future as we expand our penetration of the quantum computing application development market.
| 22 |
In April 2026, we sold and issued to accredited investors a total of 15,000 shares of Series D (which are convertible into 34,160,784 shares of Common Stock, subject to adjustment) and Warrants to purchase up to 17,080,392 shares of Common Stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of $15,000. We received net proceeds of $13,838 after deducting commissions and fees.
As of October 30, 2026, we have cash and cash equivalents of $10,459. We expect our existing cash will be sufficient to fund our current operating plan for at least twelve months from the date of issuance of these financial statements.
Senior Secured Notes
The Senior Secured Notes bear interest at the compound rate of 15% per annum and are convertible at the option of each noteholder in connection with the Merger at a conversion price of (i) $4.50 per share at the closing of the Merger or (ii) $8.50 per share at any time after the closing of the Merger. The outstanding principal amount of the Senior Secured Notes and all accrued but unpaid interest will be due and payable at the maturity date, December 15, 2026, unless otherwise converted. While any Senior Secured Notes are outstanding, we cannot incur additional indebtedness for borrowed funds, except additional Senior Secured Notes, substantially similar notes or other debt instruments that are pari passu with or subordinate to the Senior Secured Notes. As of September 30, 2026, the aggregate principal and accrued interest outstanding under the Senior Secured Notes totaled $1,480.
Convertible Promissory Notes
In June 2025, we entered into a securities purchase agreement with accredited investors pursuant to which we sold and issued secured Convertible Promissory Notes and warrants to purchase 37,500,000 shares of Common Stock (“Warrants”) for total gross proceeds of $3,000.
The Convertible Promissory Notes bear simple interest at a rate of 10.00% per annum and, as extended, mature in June 2027, unless earlier converted or repaid in accordance with its terms. Interest accrues daily based on a 360-day year and will not be paid in cash prior to maturity unless the Convertible Promissory Notes are repaid before conversion. As of September 30, 2026, the aggregate principal and accrued interest outstanding under the Convertible Promissory Notes totaled $3,241, net of the unamortized debt discount of $154 recognized in connection with the amendment and the remaining unamortized debt issuance costs.
Effective June 1, 2026, the Company and the holders amended the Convertible Promissory Notes to extend the maturity date to June 2027 and replace the provision requiring automatic conversion upon the closing of a qualified financing. Under the amended terms, if (i) the volume-weighted average price of the Company’s common stock on the immediately preceding trading day equals or exceeds $0.60 per share and (ii) the average daily traded value of the Company’s common stock for the five immediately preceding trading days equals or exceeds $1,000, the Company may elect to convert all or any portion of the outstanding principal balance into shares of common stock at a conversion price of $0.04 per share, subject to customary adjustments for stock splits, stock dividends, combinations, recapitalizations and similar events. Any accrued and unpaid interest attributable to principal converted pursuant to the amended conversion provision is automatically forgiven upon conversion. If the Company elects to convert the entire $3,000 outstanding principal balance, the Convertible Promissory Notes would convert into 75,000,000 shares of the Company’s common stock.
Cash Flows
The following table summarizes our sources and uses of cash for each of the periods presented:
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Net cash used in operating activities | $ | (4,484 | ) | $ | (985 | ) | ||
| Net cash provided by financing activities | 14,127 | 1,582 | ||||||
| Effect of exchange rate changes on cash | (58 | ) | (37 | ) | ||||
| Net increase in cash | $ | 9,585 | $ | 560 | ||||
Operating Activities
Net cash used in operating activities was $4,484 for the nine months ended September 30, 2026. Operating cash flows reflected a net loss of $6,040, partially offset by $2,080 in non-cash charges. Changes in working capital were primarily driven by a $58 increase in prepaid expenses and other current and non-current assets, a $10 decrease in accounts payable, and a $456 decrease in accrued expenses and other current liabilities. Non-cash charges included $545 in non-cash interest expense and $1,535 in stock-based compensation.
| 23 |
Net cash used in operating activities was $985 for the nine months ended September 30, 2025. Operating cash flows reflected net income of $5,195 and a $1,208 net increase in working capital, partially offset by $7,388 in net non-cash charges. Changes in working capital were primarily driven by a $1,009 increase in accrued expenses and other current liabilities, and a $206 increase in accounts payable. Non-cash charges included $5,614 gain on extinguishment of liabilities, and a $2,357 gain on extinguishment of Forward Purchase Agreement settlement liability, partially offset by $333 in non-cash interest expense, $116 in stock-based compensation and $134 loss on extinguishment of Senior Secured Note. As previously disclosed, we ceased operations in October 2024, resulting in limited activities during the current period.
Investing Activities
The Company had no cash flows from investing activities for the nine months ended September 30, 2026 and 2025.
Financing Activities
Net cash provided by financing activities was $14,127 for the nine months ended September 30, 2026. This amount primarily reflects $13,838 in net proceeds received from the sale of Series D Convertible Preferred shares, net of expenses, proceeds of $1 on the exercise of stock options, and proceeds of $288 on the exercise of warrants.
Net cash provided by financing activities was $1,582 for the nine months ended September 30, 2025. This amount primarily reflects $2,925 in net proceeds received from the issuance of Convertible Promissory Notes, partially offset by the repayment of $1,343 of Senior Secured Notes.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements during the periods presented. Zapata and Legacy Zapata have not entered into any off-balance sheet financing agreements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Critical Accounting Policies and Significant Judgments and Estimates
There have been no material changes to our critical accounting policies from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” section of our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Issued and Adopted Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our condensed consolidated financial statements, which are included elsewhere in this Report.
Emerging Growth Company Status
Zapata Quantum Inc. qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Pursuant to the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by Financial Accounting Standards Board (“FASB”) or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We intend to utilize the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information you receive from other public companies. We also intend to utilize some of the reduced regulatory and reporting requirements applicable to emerging growth companies pursuant to the JOBS Act so long as the Company qualifies as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
| 24 |
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2026, have concluded that, based on such evaluation, our disclosure controls and procedures were not effective due to the material weaknesses described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2026, our disclosure controls and procedures were not effective:
| ● | The Company does not have sufficient segregation of duties within accounting functions, as its Chief Executive Officer is the sole officer. | |
| ● | The Company does not have sufficient or complete written documentation of our internal controls policies and procedures. | |
| ● | A substantial portion of the Company’s financial reporting is carried out by an outside accounting firm. | |
| ● | The Company’s human resources, processes and systems are not sufficient to enable the production of timely and accurate financial statements in accordance with US GAAP. |
Plans for Remediation of Material Weaknesses
Management has taken actions to remediate the deficiencies in its internal controls over financial reporting and implemented additional processes and controls designed to address the underlying causes associated with the above-mentioned material weaknesses. Management is committed to finalizing the remediation of the material weaknesses. Management’s internal control remediation efforts include the following:
| ● | We are currently in the process of identifying and engaging internal control consultants to assist us in performing a risk assessment as well as identifying and designing a system of internal controls necessary to mitigate the risks identified, including preparation of written documentation and testing of our internal control policies and procedures; |
| ● | We plan to increase our personnel resources and technical accounting expertise within the accounting function to replace our outside service providers; until we have sufficient technical accounting and financial reporting capabilities, we have retained an accounting consulting firm to provide support and to assist us in our evaluation of more complex applications of U.S. GAAP and assist us with financial reporting. |
Changes in Internal Control Over Financial Reporting
Other than with respect to the ongoing remediation efforts on the material weaknesses, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations of the Effectiveness of Internal Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
| 25 |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not aware of any material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities. We are not aware of any material proceedings in which any of our directors, officers, or affiliates or any registered or beneficial stockholder of more than 5% of our Common Stock, or any associate of any of the foregoing, is a party adverse to or has a material interest adverse to, us or any of our subsidiaries.
Item 1A. Risk Factors.
Not applicable for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
All recent sales of unregistered securities have been previously reported.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the nine months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
Item 6. Exhibits.
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||
Exhibit No. |
Description | Filed/Furnished Herewith |
Form | Exhibit No. |
Filing Date | |||||
| 3.1 | Certificate of Incorporation | 8-K | 3.1 | 4/3/24 | ||||||
| 3.1(a) | Certificate of Amendment to Certificate of Incorporation | 8-K | 3.1 | 8/27/25 | ||||||
| 3.2 | Certificate of Designations, of Preferences, Rights and Limitation of the Series A Convertible Preferred Stock | 8-K | 4.1 | 10/28/25 | ||||||
| 3.3 | Certificate of Designations, of Preferences, Rights and Limitation of the Series C Convertible Preferred Stock | 8-K | 4.1 | 7/24/25 | ||||||
| 3.3(a) | Certificate of Amendment to the Certificate of Designations, of Preferences, Rights and Limitation of the Series C Convertible Preferred Stock | 8-K | 4.1 | 11/6/25 | ||||||
| 3.4 | Series D Certificate of Designation | 8-K | 3.1 | 4/8/26 | ||||||
| 3.5 | Bylaws of Zapata Computing Holdings Inc. | 8-K | 3.2 | 4/3/24 | ||||||
| 4.1 | Form of Note | 8-K | 4.1 | 6/18/25 | ||||||
| 4.2 | Form of Warrant | 8-K | 4.2 | 6/18/25 | ||||||
| 4.3 | Form of Warrant | 8-K | 4.1 | 4/8/26 | ||||||
| 10.1 | Form of Conversion Agreement + | 8-K | 10.1 | 6/18/25 | ||||||
| 10.2 | Form of Securities Purchase Agreement + | 8-K | 10.2 | 6/18/25 | ||||||
| 10.3 | Form of Consent Agreement | 8-K | 10.3 | 6/18/25 | ||||||
| 10.4 | Form of Universal Resale and Registration Provisions + | 8-K | 10.4 | 6/18/25 | ||||||
| 10.5 | Form of Security Agreement + | 8-K | 10.5 | 6/18/25 | ||||||
| 10.6 | Form of Intercreditor Agreement + | 8-K | 10.6 | 6/18/25 | ||||||
| 10.7 | Form of Stock Option Agreement | 8-K | 10.1 | 10/15/25 | ||||||
| 10.8 | Form of Forbearance Agreement + | 8-K | 10.1 | 10/28/25 | ||||||
| 10.9 | Form of Securities Purchase Agreement + | 8-K | 10.2 | 10/28/25 | ||||||
| 10.10 | Form of Securities Purchase Agreement | 8-K | 10.1 | 4/8/26 | ||||||
| 10.11 | Form of Registration Rights Agreement | 8-K | 10.2 | 4/8/26 | ||||||
| 10.12 | Exclusive Broker-Dealer and Leak-Out Management Agreement + | 10-Q | 10.12 | 8/14/26 | ||||||
| 31.1 | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | (1) | ||||||||
| 31.2 | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | (1) | ||||||||
| 32.1 | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | (2) | ||||||||
| 101.INS | Inline XBRL Instance Document | (1) | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | (1) | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | (1) | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | (1) | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | (1) | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | (1) | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | (1) | ||||||||
| + | Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request. |
| # | Indicates management contract or compensatory plan, contract or agreement. |
| (1) | Filed herein |
| (2) | Furnished herein. |
| 26 |
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, thereunto duly authorized.
| ZAPATA QUANTUM, INC. | ||
| November 9, 2026 | By: | /s/ Sumit Kapur |
| Sumit Kapur | ||
| Chief Executive Officer, Chief Financial Officer | ||
| (Principal Executive Officer) | ||
| 27 |