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
To the extent required by Item 3.02 of Form 8-K, the disclosure set forth in Items 5.03 and 8.01 of this Current Report on Form 8-K are 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 of Regulation D promulgated thereunder.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 18, 2025, Zapata Computing Holdings, Inc. (the “Company”) filed the Certificate of Designations of Preferences, Rights and Limitations (the “Certificate of Designations”) of the Series C Convertible Preferred Stock of the Company (the “Series C”) with the Delaware Secretary of State designating and authorizing the issuance of up to 13,000 shares of Series C. The material terms of the Series C are summarized as follows.
Each share of Series C is convertible into 1,000 shares of common stock of the Company at the election of the holder, subject to certain adjustments and to beneficial ownership limitations. Each share of Series C shall be entitled to vote with the Company’s common stock on an as-converted basis, subject to beneficial ownership limitations. The holders of Series C shall rank pari passu with the holders of common stock with respect to any liquidation, dissolution or winding up of the Company.
The foregoing description of the Certificate of Designations does not purport to be complete, and is qualified in its entirety by the complete text of the Certificate of Designations, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On July 22, 2025, the Company issued a total of 11,983 shares of the Company’s Series C (convertible into up to 11,983,000 shares of common stock) to two creditors in exchange for a total of $4,428,542 of accounts payable and other liabilities pursuant to conversion agreements between the Company and such creditors 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 4.1 | Filed | |||||||||
| 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: July 24, 2025
| ZAPATA COMPUTING HOLDINGS, INC. | ||
| By: | /s/ Sumit Kapur | |
| Sumit Kapur, Chief Executive Officer | ||