UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On August 27 and August 30, 2025, Zapata Quantum, Inc. (the “Company”) granted a total of 8,500,000 stock options to two advisors. When vested, the options are exercisable at $0.01 per share, and may be exercised via either cash or cashless exercise at the recipient’s election. The options vest as follows: (i) one-fourth of the options shall vest on the one-year anniversary of the grant date, and (ii) the remaining options shall vest monthly in equal monthly increments over the three-year period following the one-year anniversary of the grant date, provided that each vesting shall be subject to the recipient continuing to provide services to the Company as of the applicable vesting date. The options are also subject to accelerated vesting upon the occurrence of certain enumerated change of control events.
The foregoing description of the options does not purport to be complete, and is qualified in its entirety by the full text of the option agreement, a form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is hereby incorporated by reference into this Item 3.02. To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 10.1 | 8-K | 8/22/25 | 10.1 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Filed | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 2, 2025
| ZAPATA QUANTUM, INC. | ||
| By: | /s/ Sumit Kapur | |
| Sumit Kapur, Chief Executive Officer | ||