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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 7, 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
1.01 Entry into Material Definitive Agreement.
Securities Purchase Agreement, Series D, and Warrants
On April 7, 2026, Zapata Quantum, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with accredited investors, pursuant to which the Company
sold and issued 6,685 shares of newly designated Series D Convertible Preferred Stock (the “Series D”), together with Warrants
(the “Warrants”) to purchase 7,612,161 shares of the Company’s common stock, for gross proceeds of $6,685,000. 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 (the “Offering”).
Series D
Each share of Series D has a stated value of $1,000
and is convertible into the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price.
The initial conversion price is $0.4391 per share, subject to adjustment as provided in the Series D Certificate of Designations of Preferences,
Rights and Limitations (“Certificate of Designations”). Conversions and voting rights of the Series D are subject to beneficial
ownership limitations of 4.99% of 9.99% of outstanding common stock, as selected by each holder.
Holders of Series D are entitled to vote on an as-converted
basis, and are also entitled to annual dividends equal to 8% of the stated value per share of Series D payable quarterly in arrears in
shares of common stock, with the number of shares of common stock determined by dividing the dividend amount by the conversion price of
the Series D.
The Series D subjects the Company to negative covenants restricting
its ability to take certain actions without prior approval from the holders of a majority of the outstanding shares of Series D for as
long as the holders continue to hold at least 50% of the Series D shares issued on the issuance date. These restrictive covenants include
the following actions by the Company:
| i. |
|
Payment or declaration of any dividend (other than pursuant to the Series D Certificate of Designations); |
| ii. |
|
Amendment to the Company’s Certificate of Incorporation or Bylaws so as to adversely alter the rights, preferences, or privileges of the Series D; |
| iii. |
|
Create any new class of shares pari passu or senior to the Series D; |
| iv. |
|
Incur indebtedness in excess of $2,000,000 in the aggregate, other than
up to $2,000,000 in purchase money indebtedness, up to $2,000,000 in small business government loans, up to $2,000,000 in capital leases,
or in connection with any restructuring, re-financing, third party purchase or similar transaction involving indebtedness which is in
existence as of the issuance date; |
| v. |
|
Redeem, purchase or otherwise acquire any shares of preferred stock or common stock (other than (a) the repurchase of shares of common stock pursuant to a written benefit plan or employment or consulting agreement, (b) the repurchase of any equity securities in connection with the Company’s right of first offer with respect to those securities contained in any written agreement with the Company) or (c) any Exchange as defined in and pursuant to the Certificate of Designations; or |
| vi. |
|
Enter into any transaction with any of the Company’s officers, directors
or any person directly or indirectly controlled by or under common control with the Company or any of its officers or directors, except
for (i) transactions entered into in the ordinary course of business or otherwise in the furtherance of the Company’s business as
presently conducted or planned to be conducted, (ii) transactions that are approved by the Board of Directors or (iii) transactions that
have been authorized as of the issuance date. |
The Series D also provides the Company with a
special exchange right, pursuant to which the Company can exchange outstanding Series D for shares of common stock in 50% increments,
provided the following conditions are met: for the first 50%, (i) the average daily VWAP of the common stock for the 10 preceding trading
days is at least three times the conversion price, and (ii) the average daily dollar trading volume of the common stock (determined pursuant
to the Series D Certificate) is at least $5,000,000 during this 10-day period, and for the second 50%, (i) the average daily VWAP of the
common stock for the 10 preceding trading days is at least five times the conversion price, and (ii) the average daily dollar trading
volume of the common stock (determined pursuant to the Series D Certificate) is at least $5,000,000 during this 10-day period . If the
exchange would cause any Series D holder to exceed any applicable beneficial ownership limitation, then the exchange will not be affected
as to the shares of common stock that would exceed such limit and this right will be held in abeyance for any affected holder.
The Series D Certificate of Designations also
provides that all shares of capital stock of the Company, including both common stock and all other series of preferred stock, shall be
junior in rank to all shares of Series D with respect to dividends, and payments upon the liquidation, dissolution, and winding up of
the Company.
The
Warrants
The Warrants have a term of seven and one-half years and are exercisable
at an initial exercise price of $0.4391 per share, subject to adjustment as provided therein. Beginning on the six-month anniversary of
the issuance date, 50% of the shares underlying the Warrants may be exercised using a cashless exercise. The remaining 50% may be exercised
cashlessly at any time if there is no effective registration statement covering the sale of the shares underlying the Warrants.
Exercises of the Warrants and conversions of the Series D are subject to beneficial
ownership limitations of 4.99% or 9.99% of the outstanding shares of common stock as elected by each applicable holder.
The
conversion and exercise prices and amount of common stock issuable pursuant to conversions of Series D and exercises of the Warrants
are subject to the adjustment provisions provided therein, including price protection adjustment in the event of a subsequent lower priced
issuance of securities, subject to certain exceptions.
Pursuant
to the Purchase Agreement, for a period of 90 days following the date of the Purchase Agreement, the Company is prohibited from issuing
securities, entering into any agreements to issue securities, and from filing any registration statement except otherwise permitted by
Purchase Agreement and the Registration Rights Agreement. Further, for a period of 180 days following the date of the Purchase Agreement,
the Company is prohibited from effecting or entering into an agreement to effect the issuance of securities involving a variable rate
transaction.
Pursuant
to the Offering, the management of the Company has entered into Lock-Up Agreements, agreeing not to offer or sell common stock of the
Company for 90 days following the closing date of the Purchase Agreement.
In
connection with the Offering, the Company engaged Craig-Hallum Capital Group, LLC to
act as lead placement agent and Chardan Capital Markets, 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 (the “Placement Agent Warrants”), and
(ii) a cash fee equal to 6% of the gross proceeds received by the Company in the Offering.
The Placement Agent Warrants will be issued following
the final closing date or termination of the offering and will be substantively the same as the Warrants issued to the purchasers.
Registration Rights Agreement
In connection with the Purchase Agreement, on April
7, 2026, the Company also entered into a Registration Rights Agreement pursuant to which the Company has agreed to file a Registration
Statement for the Company common stock underlying (i) the shares issuable upon conversion of the Series D, and (ii) all warrant shares
issuable upon exercise of the Warrants, within 60 days following the later of (i) the date on which the final closing has occurred or
the Offering has terminated or (ii) termination of the Offering. The Company agreed to use commercially reasonable efforts to cause such
registration statement to be declared effective by the Securities and Exchange Commission within 120 days following termination of the
Offering.
The foregoing descriptions of the terms of the Series D, the Warrants,
the Purchase Agreement, the Registration Rights Agreement, and the transactions contemplated thereby do not purport to be complete and
are qualified in their entirety by reference to the full texts of such documents, copies of or forms of which are filed or incorporated
by reference as Exhibits 3.1, 4.1, 10.1, and 10.2 of this Current Report on Form 8-K and are incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Series
D and Warrant Offering
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02. The transactions described in Item 1.01 of this Current Report on Form 8-K were exempt from registration
under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereafter.
Automatic
Conversion of Series A Convertible Preferred Stock
On
April 7, 2026, pursuant to the terms of the Certificate of Designations of the Company’s Series A Convertible Preferred Stock (the
“Series A”), all 15,000 outstanding shares of Series A automatically converted into 15,000,000 shares of the Company’s
common stock as a result of the first closing of the Offering as described under Item 1.01 of this Form 8-K, which constitutes a financing
with aggregate gross proceeds to the Company of at least $5,000,000 as provided under Section 3(d) of the Series A Certificate of Designations.
A copy of the Series A Certificate of Designations was previously filed as Exhibit 4.1 to the Company’s Current Report on Form
8-K filed on October 28, 2025. The conversions were exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9)
thereof as an exchange of securities for no other consideration other than the securities exchanged.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On April 1, 2026, the Company filed the Certificate
of Designations of Preferences, Rights and Limitations (the “Certificate”) of Series D with the Delaware Secretary of State
designating and authorizing the issuance of up to 15,000 shares of the Series D.
The material terms of Series D Certificate of Designations
are summarized in Item 1.01, which descriptions are incorporated into this Item 5.03 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 3.1 |
|
Series D Certificate of Designations |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
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 8, 2026
| |
ZAPATA QUANTUM, INC. |
| |
|
|
| |
By: |
/s/ Sumit Kapur |
| |
|
Sumit Kapur, Chief Executive Officer |
