Zapata (ZPTA) nets $3.75M in Series D preferred and warrant deal

Rhea-AI Filing Summary

Zapata Quantum, Inc. privately sold 3,750 shares of its Series D Convertible Preferred Stock with accompanying warrants for gross proceeds of $3,750,000 to accredited investors on April 9 and 14, 2026. The securities are part of a larger offering of up to 15,000 Series D shares and related warrants for potential total proceeds of $15,000,000. The Series D is convertible into common stock, and the warrants allow additional common share purchases, so the financing provides cash while increasing potential future share count. The company plans to use net proceeds for working capital and general corporate purposes.

Insights

Equity Capital Markets Analyst

Zapata secures $3.75M in cash through a highly dilutive private preferred-and-warrant financing.

Zapata Quantum, Inc. raised $3,750,000 by issuing 3,750 shares of Series D Convertible Preferred Stock plus warrants to accredited investors. This is the first tranche of a larger offering of up to 15,000 Series D shares for potential total proceeds of $15,000,000.

The full Series D authorization is convertible into 34,160,784 common shares, with additional warrants covering up to 17,080,392 shares, representing substantial potential dilution if fully converted and exercised. Placement agents receive a 6% cash fee on gross proceeds and additional warrants equal to 2% of the common shares issuable upon conversion of the Series D.

The transaction was executed as an unregistered private placement under Section 4(a)(2) and Rule 506(b), which limits participation to accredited investors but allows quicker access to capital. Future company filings may clarify how quickly remaining Series D capacity is utilized and how conversions and warrant exercises affect the common share base.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial Series D shares sold: 3,750 shares Initial warrants issued: 4,270,098 shares Initial gross proceeds: $3,750,000 +5 more

8 metrics

Initial Series D shares sold 3,750 shares Series D Convertible Preferred Stock sold on April 9 and 14, 2026

Initial warrants issued 4,270,098 shares Warrants to purchase common stock issued with initial Series D

Initial gross proceeds $3,750,000 Proceeds from sale of 3,750 Series D shares and warrants

Total Series D capacity 15,000 shares Maximum Series D Convertible Preferred Stock authorized in offering

Common shares on full Series D conversion 34,160,784 shares Common stock issuable upon conversion of all 15,000 Series D shares

Total warrant coverage 17,080,392 shares Common shares purchasable under warrants in full offering

Placement agent cash fee 6% of gross proceeds Cash compensation on offering proceeds

Placement agent warrant fee 2% of conversion shares Warrants equal to 2% of common shares issuable upon Series D conversion

Key Terms

Series D Convertible Preferred Stock, Warrants, Securities Purchase Agreement, Registration Rights Agreement, +2 more

6 terms

Series D Convertible Preferred Stock financial

"3,750 shares of Series D Convertible Preferred Stock (the “Series D”)"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

Warrants financial

"together with Warrants (the “Warrants”) to purchase a total of 4,270,098 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Securities Purchase Agreement financial

"the Company entered into a Securities Purchase Agreement and Registration Rights Agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Registration Rights Agreement financial

"Securities Purchase Agreement and Registration Rights Agreement with the investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933"

Rule 506(b) regulatory

"and Rule 506(b) promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Understanding 8-K Material Events →

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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): April 9, 2026

ZAPATA QUANTUM, 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.)

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 3.02 Unregistered Sales of Equity Securities.

On April 9, 2026 and April 14, 2026, Zapata Quantum, Inc. (the “Company”) sold and issued to accredited investors a total of 3,750 shares of Series D Convertible Preferred Stock (the “Series D”), together with Warrants (the “Warrants”) to purchase a total of 4,270,098 shares of the Company’s common stock, for gross proceeds of $3,750,000 (the April 9 and 14, 2026 sales, the “Offering”). The Company intends to use the net proceeds for working capital and general corporate purposes.

The offers and sales described above are part of the Company’s offering of a total of up to 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 up to $15,000,000.

As part of the Offering, the Company 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.

In connection with the Offering, the Company has engaged Craig-Hallum Capital Group, LLC to act as lead placement agent and Odeon Capital Group LLC to act as co-lead placement agent (collectively, the “Placement Agents”). The compensation for the Placement Agents consists of: (i) the issuance of warrants to purchase an amount of common stock equal to 2% of the shares of common stock issuable upon conversion of the Series D, and (ii) a cash fee equal to 6% of the gross proceeds received by the Company in the Offering.

The offers and sales of the securities described above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the Series D, the Warrants, the Securities Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series D Certificate of Designations, the form of Warrant, the form of Securities Purchase Agreement, and the form of Registration Rights Agreement, copies of which are incorporated by reference as Exhibits 3.1, 4.1, 10.2 and 10.2, respectively, to the Company’s Current Report on Form 8-K filed on April 8, 2026 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
3.1		Series D Certificate of Designations		8-K		4/8/2026		3.1
4.1		Form of Warrant		8-K		4/8/2026		4.1
10.1		Form of Securities Purchase Agreement		8-K		4/8/2026		10.1
10.2		Form of Registration Rights Agreement		8-K		4/8/2026		10.2

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: April 15, 2026

	ZAPATA QUANTUM, INC.
	By:	/s/ Sumit Kapur
		Sumit Kapur, Chief Executive Officer

FAQ

What capital did Zapata (ZPTA) raise in the April 2026 private financing?

Zapata Quantum, Inc. raised $3,750,000 by selling 3,750 shares of Series D Convertible Preferred Stock with attached warrants. These sales to accredited investors are the first part of a larger $15,000,000 Series D and warrant offering.

What securities did Zapata (ZPTA) issue in its Series D private offering?

The company issued 3,750 shares of Series D Convertible Preferred Stock and warrants to purchase 4,270,098 shares of common stock. The full Series D authorization covers up to 15,000 preferred shares plus warrants for up to 17,080,392 common shares.

How much stock could Zapata’s full Series D offering convert into?

The total authorized 15,000 shares of Series D Convertible Preferred Stock are convertible into 34,160,784 shares of common stock, subject to adjustment. Additional warrants tied to this offering allow purchases of up to 17,080,392 more common shares.

How will Zapata (ZPTA) use proceeds from the Series D preferred stock sale?

Zapata Quantum, Inc. plans to use the net proceeds from the $3,750,000 Series D preferred and warrant sale for working capital and general corporate purposes. This typically includes funding operations, growth initiatives, and general business needs.

What compensation do placement agents receive in Zapata’s Series D financing?

Craig-Hallum Capital Group and Odeon Capital Group receive a cash fee equal to 6% of gross offering proceeds plus warrants. Those warrants cover 2% of the common shares issuable upon conversion of the Series D preferred stock sold in the offering.

Under what exemption was Zapata’s Series D private offering conducted?

The offering was conducted as an unregistered private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). These provisions permit sales to accredited investors without SEC registration, subject to specific conditions.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB