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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):
June 27, 2025
ZAPATA COMPUTING HOLDINGS, INC.
(Exact name of registrant as specified in
charter)
| Delaware |
|
001-41218 |
|
98-1578373 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Zapata Computing Inc.
6 Liberty Square, #2488
Boston, MA 02109
(Address of principal executive offices and
zip code)
Registrant’s telephone number, including area
code: (857) 367-9002
(Former Name and Former Address)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications 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)) |
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 ☒
If an emerging growth company, indicate by
checkmark 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
Securities Purchase Agreement,
Convertible Promissory Note, and Warrants
On June 27, 2025, the Zapata
Computing Holdings, Inc. (the “Company”) completed the second closing under the Securities Purchase Agreement dated June 12,
2025 (the “Purchase Agreement”) with accredited investors pursuant to which the Company sold and issued secured convertible
promissory notes (“Notes”) and warrants to purchase 4,375,000 shares of Common Stock (“Warrants”) for total gross
proceeds of $350,000. The Company intends to use the net proceeds for working capital and general corporate purposes. As a result of the
second closing, the Company has now sold the maximum offering amount of $3,000,000 under the Purchase Agreement.
The Notes have a principal
amount equal to the loan amount, mature on the one-year anniversary of the issuance date (subject to acceleration upon the occurrence
of certain customary events of default or a change of control), and bear 10% per annum interest. The Notes are convertible into shares
of the Company’s common stock at the option of the holder based on a conversion price of $0.04 per share, subject to certain adjustments.
The Notes convert automatically upon the Company’s completion of a securities offering resulting in gross proceeds of at least $5
million.
The Warrants have a term
of five years. The Warrants have an exercise price of $0.04 per share, subject to certain adjustments. At any time when a registration
statement registering the resale of shares issuable upon exercise of the Warrants is not effective, the Warrants can be exercised cashlessly
by the holders.
Security Agreement and
Intercreditor Agreement
The obligations evidenced
by the Notes are secured by the assets of the Company and its subsidiaries pursuant to a Security Agreement entered into between the Company,
its subsidiaries and the collateral agent on behalf of the Note holders. In addition, the Company entered into an Intercreditor Agreement
with the collateral agent and the Company’s secured lender prior to the issuance of Notes under the Purchase Agreement providing
for the relative rights with respect to the secured obligations of the Company and its subsidiaries in favor of the Company’s secured
lenders.
Universal Resale and Registration
Provisions
In connection with each of
the transactions described above, the Company and counterparties who received common stock or derivative securities entered into certain
Universal Resale and Registration Provisions pursuant to which such recipients agreed to certain lock-up provisions and the Company agreed
to provide such recipients with certain registration rights with respect to such recipients’ common stock, as previously disclosed
in the Company’s Current Report on Form 8-K filed on June 18, 2025 in connection with the first closing under the Purchase Agreement.
Exhibits
The foregoing descriptions
of the transactions, securities and related matters described in this Current Report on Form 8-K do not purport to be complete and are
qualified in their entirety by the full text of the referenced documents, forms of which are filed as Exhibits 4.1 through 10.4 of this
Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
All of the securities issued
in the transactions referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| |
|
|
|
Incorporated
by Reference |
|
Filed or
Furnished |
| Exhibit # |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 4.1 |
|
Form of Note |
|
8-K |
|
6/18/2025 |
|
4.1 |
|
|
| 4.2 |
|
Form of Warrant |
|
8-K |
|
6/18/2025 |
|
4.2 |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement* |
|
8-K |
|
6/18/2025 |
|
10.2 |
|
|
| 10.2 |
|
Form of Universal Resale and Registration Provisions* |
|
8-K |
|
6/18/2025 |
|
10.4 |
|
|
| 10.3 |
|
Form of Security Agreement* |
|
8-K |
|
6/18/2025 |
|
10.5 |
|
|
| 10.4 |
|
Form of Intercreditor Agreement |
|
8-K |
|
6/18/2025 |
|
10.6 |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
Filed |
* 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 Securities and Exchange Commission staff upon request.
SIGNATURE
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: July 3, 2025
| |
ZAPATA COMPUTING HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Sumit Kapur |
| |
|
Sumit Kapur, Chief Executive Officer |
