Zapata (ZPTA) closes fully subscribed Series D round with warrants

Rhea-AI Filing Summary

Zapata, Inc. reported that subsidiary Zapata Quantum, Inc. completed additional private financing on April 22 and 23, 2026. The company sold 4,565 shares of Series D Convertible Preferred Stock and Warrants to purchase 5,198,133 common shares for gross proceeds of $4,565,000, to be used for working capital and general corporate purposes.

These sales form part of a broader Series D offering of up to 15,000 preferred shares, convertible into 34,160,784 common shares, with Warrants for up to 17,080,392 common shares for total gross proceeds of up to $15,000,000. Following the April 23 closing, the maximum offering amount was reached and the offering terminated. Craig-Hallum Capital Group and Odeon Capital Group acted as placement agents, receiving Warrants equal to 2% of as-converted common shares and a 6% cash fee on gross proceeds. The transaction was conducted as an unregistered offering under Section 4(a)(2) and Rule 506(b).

Insights

Capital markets analyst

Zapata completes a fully subscribed $15M Series D program, adding $4.565M in new capital.

Zapata Quantum, Inc. raised $4,565,000 through selling 4,565 Series D Convertible Preferred shares with Warrants for 5,198,133 common shares. This tranche is part of a larger Series D structure sized for up to $15,000,000 in gross proceeds.

The preferred shares are convertible into common stock, and associated Warrants add further equity-linked exposure, with the overall program sized for conversion into 34,160,784 shares plus Warrants for 17,080,392 shares. This structure provides immediate cash while embedding future potential dilution for existing shareholders.

Craig-Hallum and Odeon earn Warrants equal to 2% of the as-converted common stock plus a 6% cash fee on offering proceeds, typical for a private placement. The filing states the maximum offering amount has been reached and the offering has terminated, signaling completion of this financing round.

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

Series D shares sold (tranche): 4,565 shares Warrants issued (tranche): 5,198,133 shares Gross proceeds (tranche): $4,565,000 +5 more

8 metrics

Series D shares sold (tranche) 4,565 shares Sold April 22–23, 2026

Warrants issued (tranche) 5,198,133 shares Underlying common stock in April 22–23 sales

Gross proceeds (tranche) $4,565,000 From April 22–23, 2026 Series D sales

Maximum Series D shares 15,000 shares Total size of Series D offering

As-converted common shares 34,160,784 shares Common issuable upon conversion of full Series D

Maximum warrant coverage 17,080,392 shares Common shares underlying Warrants in full program

Placement agent cash fee 6% of gross proceeds Fee on Series D Offering proceeds

Placement agent warrant fee 2% of as-converted shares Warrants on common shares issuable upon 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

"a total of 4,565 shares of Series D Convertible Preferred Stock"

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 to purchase a total of 5,198,133 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

"were 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 22, 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 22 and April 23, 2026, Zapata Quantum, Inc. (the “Company”) sold and issued to accredited investors a total of 4,565 shares of Series D Convertible Preferred Stock (the “Series D”), together with Warrants (the “Warrants”) to purchase a total of 5,198,133 shares of the Company’s common stock, for gross proceeds of $4,565,000 (the April 22 and 23 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 a result of the April 23 closing, the maximum offering amount has been reached and the offering has terminated.

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 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 24, 2026

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

FAQ

What financing did Zapata (ZPTA) announce on April 22–23, 2026?

Zapata Quantum, Inc. raised $4,565,000 by selling 4,565 shares of Series D Convertible Preferred Stock with Warrants for 5,198,133 common shares. This capital will be used for working capital and general corporate purposes, expanding the company’s financial resources without a registered public offering.

How large is Zapata’s overall Series D preferred and warrant offering?

The Series D program covers up to 15,000 preferred shares, convertible into 34,160,784 common shares, plus Warrants to purchase up to 17,080,392 common shares. It is structured for total gross proceeds of up to $15,000,000, combining current funding with future equity conversion potential.

Did Zapata’s April 2026 Series D offering reach its maximum amount?

Yes. The company states that, as of the April 23, 2026 closing, the maximum offering amount for the Series D financing had been reached and the offering was terminated. This indicates the full capacity of the up to $15,000,000 Series D structure was subscribed under its stated terms.

What are the key terms of the warrants issued in Zapata’s financing?

Investors received Warrants to purchase 5,198,133 common shares in this tranche, with the overall Series D program including Warrants for up to 17,080,392 common shares. These Warrants provide additional potential future equity issuance on top of the common shares issuable upon preferred stock conversion.

How are Zapata’s placement agents compensated in the Series D transaction?

Craig-Hallum Capital Group and Odeon Capital Group receive Warrants equal to 2% of the common shares issuable upon Series D conversion and a cash fee equal to 6% of gross proceeds. This blends equity-linked upside with immediate cash compensation for arranging the private placement financing.

Under what securities law exemptions was Zapata’s Series D offering conducted?

The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). These provisions allow private offerings to accredited investors without SEC registration, subject to specific conditions regarding investor qualifications and offering practices.

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