UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreement.
On December 5, 2025, Zapata Quantum, Inc. (the “Company”) issued a total of 9,479,000 shares of common stock to a creditor in exchange for cancellation of approximately $5,500,000 of accounts payable and liabilities offset by approximately $2,000,000 of accounts receivable and assets resulting in cancellation of the net amount due to such creditor of $3,503,250. This issuance was pursuant to a conversion agreement between the Company and such creditor, the terms of which were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2025.
In connection with the transaction described above, the Company and the creditor also entered into certain Universal Resale and Registration Provisions pursuant to which such creditor agreed to certain lock-up provisions and the Company agreed to provide certain registration rights with respect to the common stock, the terms of which were previously disclosed in the Company’s Current Report on Form 8-K filed on June 18, 2025.
The foregoing descriptions of the transactions and related matters described in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by the full text of the referenced documents, forms of which are filed as Exhibits 10.1 and 10.2 of this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report 8-K is incorporated herein by reference. The securities issued in the transactions referred to in this Current Report on Form 8-K were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Incorporated by Reference |
Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 10.1 | Form of Conversion Agreement | 8-K | 6/18/2025 | 10.1 | ||||||
| 10.2 | Form of Universal Resale and Registration Provisions | 8-K | 6/18/2025 | 10.4 | ||||||
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: December 10, 2025
| ZAPATA QUANTUM, INC. | ||
| By: | /s/ Sumit Kapur | |
| Sumit Kapur, Chief Executive Officer | ||