Zapata Quantum, Inc. 8-K

What Happened

• Zapata Quantum, Inc. announced that on April 22 and April 23, 2026 it sold and issued 4,565 shares of Series D Convertible Preferred Stock and accompanying warrants to accredited investors for gross proceeds of $4,565,000. The company said the net proceeds will be used for working capital and general corporate purposes. The sale was made under an exempt private offering (Section 4(a)(2) and Rule 506(b)).
• The April 22–23 sales were part of a larger offering program the company described as up to 15,000 Series D shares (convertible into 34,160,784 common shares, subject to adjustment) with warrants to purchase up to 17,080,392 common shares (50% warrant coverage on an as‑converted basis) for total gross proceeds up to $15,000,000. The filing states that, as of the April 23 closing, the maximum offering amount had been reached and the offering terminated. The company entered into a Securities Purchase Agreement and a Registration Rights Agreement with the investors.

Key Details

• Dates: April 22 and April 23, 2026 (closings reported in this 8-K).
• Securities sold: 4,565 shares of Series D Convertible Preferred and warrants to buy 5,198,133 common shares.
• Gross proceeds reported: $4,565,000; intended use: working capital and general corporate purposes.
• Placement agents: Craig-Hallum Capital Group, LLC (lead) and Odeon Capital Group LLC (co-lead); compensation = warrants equal to 2% of common shares issuable on conversion of the Series D plus a cash fee equal to 6% of gross proceeds.
• Offering exemption: Sales made to accredited investors under Section 4(a)(2) and Rule 506(b) of the Securities Act.

Why It Matters

• The financing provided immediate cash (reported $4.565M) to support operations, which can help fund near-term business needs.
• The Series D conversion feature and the attached warrants create potential future dilution of common stock if converted or exercised; the filing describes a larger program that could convert to tens of millions of common shares and includes substantial warrant coverage, so investors should be aware of possible increases in share count over time.
• The Registration Rights Agreement may affect timing for when the newly issuable shares and warrants can become freely tradable, which is relevant for liquidity and market supply once registration is completed.

(Details of the Series D terms, warrant forms, and the purchase/registration agreements are incorporated by reference to exhibits previously filed on the company’s Form 8‑K dated April 8, 2026.)