Zapata Quantum, Inc. announced that it has entered into a Securities 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?) at an issue price o f $1,000 per share, together with Warrants (the ?Warrants?) to purchase 7,612,161 shares of the Company?s common stock, for gross proceeds of $6,685,000 on April 7, 2026. 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?). 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. 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. 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.
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. It includes participation from 45 accredited investors under Regulation D.
