Zapata Inc. sets exclusive broker for restricted shares

Rhea-AI Filing Summary

Zapata Quantum, Inc. entered into an Exclusive Broker-Dealer and Leak-Out Management Agreement with Chardan Capital Markets LLC to manage potential sales of certain restricted common shares held by stockholders subject to prior Universal Resale and Registration provisions.

Chardan will act as exclusive broker for these sales, earning a 4% commission on gross proceeds until its aggregate commissions reach $200,000, after which the rate drops to 3%. Upon expiration or termination other than for Chardan’s uncured material breach, Zapata must pay an amount so that Chardan receives at least $400,000 in total compensation under the agreement.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Initial commission rate: 4% of gross sale proceeds Commission threshold: $200,000 Reduced commission rate: 3% of gross sale proceeds +1 more

4 metrics

Initial commission rate 4% of gross sale proceeds Commission on Restricted Share sales until aggregate commissions reach $200,000

Commission threshold $200,000 Aggregate commissions at which the rate drops from 4% to 3%

Reduced commission rate 3% of gross sale proceeds Commission rate for Restricted Share sales after $200,000 in aggregate commissions

Minimum total compensation $400,000 Total compensation Chardan is ensured on expiration or certain terminations of the agreement

Key Terms

Exclusive Broker-Dealer and Leak-Out Management Agreement, Universal Resale and Registration provisions, Restricted Shares, emerging growth company, +1 more

5 terms

Exclusive Broker-Dealer and Leak-Out Management Agreement financial

"entered into an Exclusive Broker-Dealer and Leak-Out Management Agreement"

Universal Resale and Registration provisions regulatory

"stockholders who are bound by the Universal Resale and Registration provisions"

Restricted Shares financial

"such shares, the “Restricted Shares”"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

OTCQB financial

"Common Stock | | ZPTA | | OTCQB"

OTCQB is a tier of the over‑the‑counter (OTC) market where smaller or developing companies list their shares for trading without being on a major stock exchange. Think of it like a well‑kept side street market: companies must meet basic reporting and transparency checks so investors get more information than the lowest OTC tier, but trading is usually less liquid and riskier than on big exchanges. Investors care because OTCQB listings can offer early access to growth stories but come with higher price swings and greater chance of limited resale options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Zapata Quantum, Inc. (ZPTA) enter into on July 30, 2026?

Zapata Quantum, Inc. entered into an Exclusive Broker-Dealer and Leak-Out Management Agreement with Chardan Capital Markets LLC. The deal covers managed sales of restricted common shares held by stockholders subject to prior Universal Resale and Registration provisions.

How is Chardan compensated under Zapata Quantum (ZPTA)'s new broker-dealer agreement?

Chardan earns a 4% commission on gross proceeds from restricted share sales until its aggregate commissions reach $200,000. After that threshold, the commission rate on subsequent sales automatically decreases to 3% of gross sale proceeds, subject to each applicable seller’s approval.

What minimum total compensation is guaranteed to Chardan in the Zapata Quantum (ZPTA) agreement?

Upon expiration or termination not resulting from Chardan’s uncured material breach, Zapata must ensure Chardan receives at least $400,000 in total compensation. The company pays any excess of $400,000 over aggregate commissions earned before termination.

Which shares are covered by the Zapata Quantum (ZPTA) broker-dealer agreement with Chardan?

The agreement covers Restricted Shares, meaning shares of common stock held by certain stockholders bound by Universal Resale and Registration provisions tied to 2025 equity sales and issuances. All sales of these Restricted Shares must be executed through the single designated broker-dealer.

What role does Chardan play in managing Zapata Quantum (ZPTA) restricted share sales?

Chardan acts as the exclusive broker-dealer and management agent for potential sales of Restricted Shares. It manages execution of these sales in compliance with Universal Resale and Registration provisions and coordinates with each applicable seller for approval of individual transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): July 30, 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))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ZPTA		OTCQB

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.

On July 30, 2026, Zapata Quantum, Inc. (the “Company”) entered into an Exclusive Broker-Dealer and Leak-Out Management Agreement (the “B/D Agreement”) with Chardan Capital Markets LLC (the “B/D”), pursuant to which the B/D agreed to act as the exclusive broker-dealer and management agent for any potential sales of shares of the Company’s common stock held by certain stockholders who are bound by the Universal Resale and Registration provisions (the “URR”) in connection with sales and issuances by the Company of common stock and common stock equivalents in 2025, as previously disclosed (such shares, the “Restricted Shares”). As part of the URR, any sales of Restricted Shares must be executed exclusively through a single broker-dealer selected by the Company. Under the terms of the B/D Agreement, the B/D will manage the potential sales of Restricted Shares in compliance with the URR. Subject to the applicable seller’s approval, the B/D’s commission for such sales shall be 4% of the gross sale proceeds realized from such sales; provided, that upon aggregate commissions received by the B/D reaching $200,000, the commission rate will automatically reduce to 3% of the gross sale proceeds for all subsequent sales. In addition, upon the termination or expiration of the B/D Agreement (other than a termination by the Company for the B/D’s uncured material breach), the Company shall pay to the B/D an amount equal to the excess, if any, of $400,000 over the aggregate commissions received by the B/D prior to such termination or expiration. The URR was previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 18, 2025.

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: August 5, 2026

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

3

Filing Exhibits & Attachments

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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