Zapata Quantum, Inc. Announces Completion of \$15 Million Series D Convertible Preferred Stock Offering

Key Points from the Report

• Zapata Quantum, Inc. (the “Company”) completed a private offering of Series D Convertible Preferred Stock and Warrants, reaching the maximum offering amount of \$15,000,000.
• The final closing took place on April 22 and April 23, 2026, during which the Company sold and issued a total of 4,565 shares of Series D Convertible Preferred Stock and Warrants to purchase 5,198,133 shares of common stock to accredited investors, for gross proceeds of \$4,565,000.
• The complete Series D offering consists of up to 15,000 shares of Series D Convertible Preferred Stock (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.
• Use of Proceeds: The Company intends to use the net proceeds for working capital and general corporate purposes.
• Placement Agents: Craig-Hallum Capital Group, LLC acted as lead placement agent, and Odeon Capital Group LLC acted as co-lead placement agent. Compensation included (i) warrants to purchase an amount of common stock equal to 2% of the shares issuable upon conversion of the Series D, and (ii) a cash fee equal to 6% of the gross proceeds.
• Offering is now closed and fully subscribed; no further Series D shares are being offered.
• Related agreements, including the Securities Purchase Agreement and Registration Rights Agreement, were previously disclosed in the Company’s April 8, 2026 8-K filing.
• The securities were sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b).

Details Investors Need to Know

• Significant Dilution Potential: The Series D Preferred Stock is convertible into a substantial number of common shares (potentially 34,160,784 shares, subject to adjustment). Additionally, Warrants to purchase up to 17,080,392 shares of common stock were issued, which could further increase the total share count if exercised.
  • This level of potential dilution is material and could impact existing shareholders’ ownership percentages and potentially affect share price upon conversion or warrant exercise.
• Gross Proceeds and Use of Funds: The Company has raised \$15 million in gross proceeds through this offering. These funds are targeted at working capital and general corporate purposes, potentially strengthening the Company’s liquidity and ability to execute on its strategic objectives.
• Placement Agent Compensation: The issuance of additional warrants (2% of the as-converted shares) to the placement agents, along with the 6% cash fee, should be noted as both a dilution consideration and a cost of capital for this fundraising.
• Termination of Offering: With the offering now closed and fully subscribed, no further dilution from additional Series D Preferred Stock issuances related to this offering is expected.
• Regulatory and Registration Considerations: Investors should note that the securities were issued pursuant to exemptions from SEC registration, and the terms of conversion and warrant exercise (including any adjustments, pricing, and timing) are governed by the Series D Certificate of Designations, Warrants, Securities Purchase Agreement, and Registration Rights Agreement, all of which are available as exhibits to the April 8, 2026 8-K.
• Emerging Growth Company Status: Zapata Quantum, Inc. is an “Emerging Growth Company” under SEC definitions, which may impact disclosure obligations and accounting standards transitions.

Potential Share Price Sensitivity

This news is likely to be price-sensitive for the following reasons:

• Completion of a \$15 Million Funding Round: Strengthens the Company’s balance sheet, providing capital for growth and operations, which may be viewed positively by the market.
• POTENTIAL DILUTION: The significant number of common shares underlying the Series D Convertible Preferred Stock and Warrants could lead to dilution if/when converted or exercised. This is a key risk for existing shareholders and may impact share price.
• Closure of the Offering: Certainty regarding the amount raised and the cap on new shares being issued in this round may provide greater visibility to investors regarding the Company’s near-term equity structure.
• Placement Agent Terms: The cost of capital (warrants and cash fees) should be factored into valuations and expectations for future capital raises.

Additional Information

• All key transaction documents (Series D Certificate of Designations, Warrants, Securities Purchase Agreement, Registration Rights Agreement) are available as exhibits to the Company’s April 8, 2026 8-K filing.
• No indication of any amendment to previously filed information; this was a new current report (8-K), not an amendment.
• The Company remains in compliance with SEC reporting requirements and is not a shell company or in bankruptcy.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisers before making any investment decisions. The information herein is based on the Company’s public filings and is believed to be accurate as of the date of publication, but no warranty is made regarding its completeness or accuracy. The potential for dilution and other risks associated with convertible securities and warrants should be carefully considered.

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