Zapata Quantum holders approve up to 1-for-50 reverse split

The approved reverse-split authority is intended to achieve the minimum per-share price needed to comply with national securities exchange listing requirements.

Rhea-AI Filing Summary

Zapata Quantum, Inc. stockholders approved amendments authorizing a reverse stock split at a ratio the board will determine within a range of one-for-two through one-for-50. They elected Sumit Kapur, William E. Klitgaard and Clark Golestani as directors for one-, two- or three-year terms, and ratified Weinberg & Company as the independent registered public accounting firm for the year ending December 31, 2026.

Stockholders approved named executive officer compensation on a non-binding advisory basis and recommended a three-year frequency for future compensation votes; the company determined to proceed with that frequency. The adjournment proposal passed, but adjournment was not necessary because sufficient votes were present to approve Proposals 1 through 5.

Filing Explained

The authorized split is intended to meet a national exchange’s minimum-price listing requirement; the board has not yet set the ratio, and if carried out, a reverse split would reduce the share count and raise the per-share price proportionally, without changing company value by itself.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Approved reverse-split ratio range: one-for-two through one-for-50 Votes for reverse-split authorization: 144,666,524 votes Votes against reverse-split authorization: 3,029,085 votes +4 more

7 metrics

Approved reverse-split ratio range one-for-two through one-for-50 Ratio to be determined by the board

Votes for reverse-split authorization 144,666,524 votes 2026 Annual Meeting

Votes against reverse-split authorization 3,029,085 votes 2026 Annual Meeting

Abstentions on reverse-split authorization 767,420 votes 2026 Annual Meeting

Outstanding voting power 234,170,076 votes At the 2026 Annual Meeting

Votes represented 148,463,029 votes At the 2026 Annual Meeting

Votes for three-year compensation-vote frequency 120,138,727 votes Advisory frequency vote at the 2026 Annual Meeting

Key Terms

reverse stock split, broker non-votes, non-binding advisory basis, Certificate of Incorporation

4 terms

reverse stock split technical

"to effect a reverse stock split of the Company’s issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

broker non-votes regulatory

"Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"approve, on a non-binding advisory basis, the compensation paid"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Certificate of Incorporation legal

"amendments to the Company’s Certificate of Incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

FAQ

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

What reverse stock split did ZPTA stockholders approve?

Stockholders approved amendments allowing the board to choose a reverse-split ratio from one-for-two through one-for-50. The stated purpose was to achieve the minimum per-share price necessary to comply with listing requirements of Nasdaq or the New York Stock Exchange.

How often will ZPTA hold advisory votes on executive compensation?

Zapata Quantum, Inc. determined to proceed with a three-year frequency for future advisory votes on executive compensation. The three-year option received 120,138,727 votes.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/13/2026 - 04:10 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:10 PM EDT Learn about SEC filing dates

false 0001843714 0001843714 2026-10-09 2026-10-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 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))

Securities registered pursuant to Section 12(b) of the Act: None

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 5.07 Submission of Matters to a Vote of Security Holders.

On October 9, 2026, Zapata Quantum, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders voted (i) to elect three directors to hold office for one-, two, or three-year terms, and in each case until their respective successors are elected and qualified (Proposal 1); (ii) approve one or more amendments to the Company’s Certificate of Incorporation, in each case to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio to be determined in the discretion of the Company’s Board of Directors (the “Board”) within a range of one-for-two through one-for 50 for purposes of achieving the requisite minimum price per share necessary to comply with the listing requirements of a national securities exchange operated by The Nasdaq Stock Market, LLC or the New York Stock Exchange (Proposal 2); (iii) to ratify the selection of Weinberg & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (Proposal 3); (iv) to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (Proposal 4); (v) recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers, with the Board’s recommendation of a frequency of three years (Proposal 5); and (vi) to approve an adjournment of the 2026 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the 2026 Annual Meeting to approve any of the proposals presented for a vote at the 2026 Annual Meeting (Proposal 6), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 14, 2026.

Of the 234,170,076 votes constituting the outstanding voting power of the Company, 148,463,029 votes were represented at the 2026 Annual Meeting. Set forth below are the final voting results on each matter submitted to a vote of stockholders at the 2026 Annual Meeting.

Proposal 1. The Company’s stockholders voted to elect three directors to hold office for one-, two, or three-year terms, and in each case until their respective successors are elected and qualified:

Nominee		Votes For		Votes Withheld		Broker Non-Votes
Sumit Kapur		139,792,581		71,624		8,598,824
William E. Klitgaard		139,788,168		76,037		8,598,824
Clark Golestani		139,716,306		147,899		8,598,824

Proposal 2. The Company’s stockholders voted to approve one or more amendments to the Company’s Certificate of Incorporation, in each case to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio to be determined in the Board’s discretion within a range of one-for-two through one-for 50 for purposes of achieving the requisite minimum price per share necessary to comply with the listing requirements of a national securities exchange operated by The Nasdaq Stock Market, LLC or the New York Stock Exchange. There were no broker non-votes on this proposal.

Votes For		Votes Against		Abstentions
144,666,524		3,029,085		767,420

Proposal 3. The Company’s stockholders voted to ratify the selection of Weinberg & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026. There were no broker non-votes on this proposal.

Votes For		Votes Against		Abstentions
147,458,955		64,145		939,929

Proposal 4. The Company’s stockholders voted to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers.

Votes For		Votes Against		Abstentions		Broker Non-Votes
138,593,117		310,521		960,567		8,598,824

Proposal 5. The Company’s stockholders voted to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers, with the Board’s recommendation of a frequency of three years. There were no broker non-votes on this proposal.

One Year		Two Years		Three Years		Abstentions
9,040,354		9,928,823		120,138,727		756,301

Proposal 6. The Company’s stockholders voted to approve the adjournment of the 2026 Annual Meeting, if necessary, to permit further solicitation and vote of proxies, with 145,999,526 votes for, 1,597,218 votes against and 866,285 abstentions. There were no broker non-votes on this proposal. Because there were sufficient votes at the time of the 2026 Annual Meeting to approve each of Proposals 1 through 5, adjournment of the 2026 Annual Meeting was not necessary.

Following the Company’s receipt of the voting results on Proposal 5, the Company has determined to proceed with a frequency for voting on executive compensation of every three years.

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: October 13, 2026

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

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB