Zapata Quantum, Inc. 8-K

What Happened Zapata Quantum, Inc. announced on April 7, 2026 that it entered into a Securities Purchase Agreement and sold 6,685 newly designated Series D convertible preferred shares and related warrants for gross proceeds of $6,685,000. This closing is part of an offering to sell up to 15,000 Series D shares (up to $15.0M total) and warrants, with net proceeds intended for working capital and general corporate purposes. The Company filed the Series D Certificate of Designations with the Delaware Secretary of State on April 1, 2026.

Key Details

• Closed tranche (April 7, 2026): 6,685 shares of Series D and Warrants to purchase 7,612,161 common shares for $6,685,000 gross.
• Full offering: up to 15,000 Series D (convertible into 34,160,784 common shares, subject to adjustment) and Warrants to purchase up to 17,080,392 common shares; aggregate offering up to $15,000,000.
• Conversion/exercise economics: initial conversion and warrant exercise price $0.4391 per share; warrants have a 7.5‑year term; conversions/exercises subject to 4.99% or 9.99% beneficial ownership limits elected by holders.
• Series D rights and limits: 8% annual dividend (paid quarterly in common shares), negative covenants restricting certain corporate actions unless Series D holders holding a majority of then-outstanding Series D consent, and a company exchange right to convert Series D into common stock in 50% increments if trading-volume and price tests are met.
• Placement agents: Craig-Hallum (lead) and Chardan (co-lead); fees include a 6% cash fee and warrants equal to 2% of the common shares issuable on conversion of the Series D. Management agreed to a 90‑day lock-up. Registration rights require the company to file a registration statement for the issued and issuable shares within specified timeframes.

Why It Matters This is a financing transaction that injects immediate cash ($6.685M) and could add substantial potential dilution if the Series D converts and the warrants are exercised (the full offering contemplates issuance of tens of millions of common shares). The conversion/exercise price ($0.4391) and anti‑dilution adjustment provisions determine how many shares would be issued. The Series D terms also impose certain restrictions on the company’s ability to take corporate actions without holder consent while material amounts of Series D remain outstanding. Investors should consider the impact on share count and governance over the near term and watch for the company’s registration filings and any future closings under the offering.