SEC Filing ● Major ⚠ 8
ZPTA: DEF 14A · reverse split
Zapata Quantum's 2026 annual meeting proxy asks stockholders to authorize a reverse stock split at a board-discretion ratio of one-for-two through one-for-50, intended to lift the share price enough to meet exchange minimum bid requirements, including a potential $4.00 closing price sustained for 90 trading days, as part of a push to uplist from the OTCQB to Nasdaq or the NYSE.
The split proposal follows a distressed stretch: the company was delisted from the Nasdaq Global Market in March 2025 after ceasing operations in October 2024, and only regained an OTCQB quotation on June 16, 2026. Directors and executive officers hold 39.3% of the roughly 194 million voting shares, with CEO/CFO Sumit Kapur at 19.7% and director Clark Golestani at 19.2%.
The proxy also discloses heavy related-party activity: Kapur and directors Golestani and Klitgaard each purchased $100,000 secured convertible notes on June 12, 2025 that convert at $0.04 per share alongside $0.04 warrants for 1,250,000 shares each, and Kapur's 2025 total compensation was $926,406, driven largely by $520,458 in option awards plus 32,500,000 restricted shares granted to him and Golestani.
Financial signals are mixed, with the pay-versus-performance table showing 2025 net income of $9.3 million versus a $38.1 million net loss in 2024, while a $100 investment made at the end of 2024 was worth just $27.72 a year later. The board recommends voting for all six proposals, including the reverse split, ratifying Weinberg & Company as auditor, and the say-on-pay and frequency votes.
SEC DEF 14A • 1mo ago