Zapata Quantum, Inc. Announces \$3.75 Million Private Placement of Series D Convertible Preferred Stock and Warrants

Zapata Quantum, Inc. (the “Company”) has announced the successful completion of a private placement offering to accredited investors, raising gross proceeds of \$3,750,000 through the sale of Series D Convertible Preferred Stock and associated Warrants. This transaction, which took place on April 9 and April 14, 2026, represents a significant capital infusion and could have substantial implications for the Company’s future operations and capital structure.

Key Details of the Offering

• Securities Issued: 3,750 shares of Series D Convertible Preferred Stock (“Series D”), together with Warrants to purchase a total of 4,270,098 shares of Zapata Quantum’s common stock.
• Gross Proceeds: \$3,750,000.
• Use of Proceeds: The Company intends to use the net proceeds for working capital and general corporate purposes.
• Total Offering Size: The transaction is part of a larger offering of up to 15,000 shares of Series D (convertible into up to 34,160,784 shares of common stock, subject to adjustment), and Warrants to purchase up to 17,080,392 shares of common stock. If fully subscribed, the total gross proceeds could reach \$15,000,000.

Terms and Agreements

• The Company entered into a Securities Purchase Agreement and a Registration Rights Agreement with participating investors.
• The terms of the Series D Convertible Preferred Stock, Warrants, Securities Purchase Agreement, and Registration Rights Agreement were previously disclosed in Zapata Quantum’s 8-K filing dated April 8, 2026.

Placement Agents and Compensation

• The Company engaged Craig-Hallum Capital Group, LLC as lead placement agent and Odeon Capital Group LLC as co-lead placement agent (together, the “Placement Agents”).
• The Placement Agents will receive:
  • Warrants to purchase an amount of common stock equal to 2% of the shares of common stock issuable upon conversion of the Series D Preferred Stock sold in the offering.
  • A cash fee equal to 6% of the gross proceeds from the offering.

Regulatory and Legal Considerations

• The offer and sale of securities were conducted pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D, limiting participation to accredited investors.
• The Company is not required to file as written communications, soliciting material, or pre-commencement tender offer communications under the relevant SEC rules for this transaction.
• Zapata Quantum, Inc. is classified as an Emerging Growth Company, and has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

Potential Shareholder and Market Impact

• POTENTIAL DILUTION: If the full offering is completed and all Series D shares are converted, up to 34,160,784 shares of common stock could be issued, representing significant dilution to existing shareholders.
• WARRANT COVERAGE: Warrants could add a further 17,080,392 shares of common stock if exercised, increasing potential dilution.
• CAPITAL INFUSION: The \$3.75 million (up to \$15 million if the offering is fully subscribed) strengthens the Company’s balance sheet and provides runway for operations, potentially supporting future growth initiatives.
• PRICE SENSITIVITY: The magnitude of potential dilution and the capital raise are material events that could influence the Company’s share price once fully digested by the market.

Exhibits Incorporated by Reference

The Company referred investors to the following documents for the definitive terms and legal frameworks relating to the offering, all previously filed as exhibits to the Company’s April 8, 2026 8-K:

• Series D Certificate of Designations
• Form of Warrant
• Form of Securities Purchase Agreement
• Form of Registration Rights Agreement

These documents are available for public review on the SEC’s EDGAR system.

Conclusion

This capital raise is a significant and potentially price-sensitive event for Zapata Quantum, Inc. investors, primarily due to the size of the raise, the potential for substantial dilution, and the strengthening of the Company’s financial position. Investors should review the referenced exhibits and monitor future filings for additional details on the conversion terms, warrant exercise, and use of proceeds as these may impact future earnings and share value.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions.

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