UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
From October 31, 2025 through November 6, 2025, Zapata Quantum, Inc. (the “Company”) entered into Securities Purchase Agreements (“SPA”) with accredited investors, pursuant to which the Company offered and sold 7,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) at a purchase price of $100 per share for total gross proceeds of $700,000. A summary of the material terms of the Series A was previously disclosed in the Company’s Current Report on Form 8-K filed on October 28, 2025.
The foregoing description of the terms of the SPA and Series A and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and the Certificate of Designations of the Series A, which were filed as Exhibits 10.2 and 4.1, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2025, and which are incorporated herein by reference.
The transactions were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2025, the Company filed the Certificate of Amendment to the Certificate of Designations (the “Certificate of Amendment”) of the Series C Convertible Preferred Stock (the “Series C”) with the Delaware Secretary of State to increase the number of authorized and designated shares of Series C from 15,000 shares to 23,000 shares.
The foregoing description of the Certificate of Amendment does not purport to be complete, and is qualified in its entirety by the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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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: November 6, 2025
| ZAPATA QUANTUM, INC. | ||
| By: | /s/ Sumit Kapur | |
| Sumit Kapur, Chief Executive Officer | ||