8-K: Zapata Quantum Bolsters Board for National Exchange Relisting

Zapata Quantum appoints William Klitgaard to its Board and Clark Golestani as Chairman, signaling a strategic push towards SEC compliance and relisting on a national securities exchange after successful recapitalization.

Summary

• Zapata Quantum appointed William Klitgaard as a Board member and Chair of the Audit Committee on November 20, 2025.
• Clark Golestani, who has served as a director since 2018, was named Chairman of the Board on November 20, 2025.
• These appointments follow the successful completion of the first two phases of the company's strategic restructuring efforts.
• The restructuring included raising over $4 million in new capital from strategic investors.
• The company restructured $18.7 million, or over 85%, of its legacy unsecured liabilities at year-end 2024.
• Zapata Quantum preserved its extensive IP portfolio and key strategic assets during the restructuring.
• The company's current focus is on strengthening governance, technical, and commercial capabilities to achieve SEC compliance and relist its common stock on a national securities exchange, such as Nasdaq.
• Remaining SEC compliance work is expected to be completed in Q4 2025.

Sentiment

Score: 8

Explanation: The filing details significant positive developments including successful recapitalization, substantial debt restructuring, new capital infusion, and the appointment of highly experienced board members to drive SEC compliance and national exchange relisting. This indicates strong progress towards financial stability and strategic growth.

Positives

• Successfully completed the first two phases of strategic restructuring, strengthening the balance sheet and recapitalizing the business.
• Raised over $4 million in new capital from strategic investors.
• Restructured $18.7 million, representing over 85%, of legacy unsecured liabilities at year-end 2024.
• Preserved its extensive IP portfolio and key strategic assets.
• Appointment of William Klitgaard, a financial veteran, enhances financial governance and audit capabilities, crucial for SEC compliance and uplisting.
• Appointment of Clark Golestani as Chairman of the Board bolsters leadership with deep operational expertise in technology and innovation.
• The company is positioned as the only pure-play, publicly traded quantum software company with an exceptional portfolio of over 60 foundational patents.
• Demonstrated track record with Fortune 500 enterprises and participation across all technical areas of DARPA's Quantum Benchmarking program.

Risks

• Need for additional capital to re-establish material operations and meet future goals, which may not be obtainable on favorable terms, within the required time, or at all.
• The state of the U.S. economy, inflation, and interest rates could adversely affect operations.
• The future of U.S. tariff policy may impact the business.
• Ability to attract and retain key personnel is crucial for continued growth and innovation.
• Ability to maintain and protect intellectual property rights is essential for competitive advantage.
• Ability to comply with regulatory requirements, including SEC rules and national securities exchange listing standards, is necessary for uplisting.
• Risk that software and technology infrastructure on which the company depends fail to perform as designed or intended.
• Possibility that competitors may develop or access technology with similar or superior capabilities to the company's offerings.
• General risk factors contained in the Prospectus Supplement on Form 424(b)(3) filed with the Securities and Exchange Commission on September 12, 2024.

Future Outlook

The company anticipates long-term growth, driven by the acceleration of the quantum computing market. It expects to complete its remaining SEC compliance work in Q4 2025 and aims to relist its common stock on a national securities exchange, such as Nasdaq. Management believes the company is primed to scale and translate its technical edge into real-world impact in the next phase.

Management Comments

• "With the heavy lifting of our recapitalization behind us, our focus is now on building out our core governance, technical and commercial capabilities as we set a clear path toward SEC compliance and relisting our common stock on a national securities exchange." Sumit Kapur, CEO.
• "The appointments of William and Clark strengthen the Company with precisely the kind of leadership we need at this juncture. Their depth of experience in financial stewardship and operational scaling will help ensure disciplined execution and position the Company for long-term growth as the quantum software market accelerates." Sumit Kapur, CEO.
• "Zapata's leadership has done the hard work to unlock its next chapter, and the company is now primed to scale. Its position as the only pure-play, publicly traded quantum software company, backed by an exceptional portfolio of foundational patents, creates an unmatched strategic advantage. I'm excited to help accelerate what comes next." William Klitgaard.
• "Zapata Quantum now has the clarity, the IP, and the momentum to drive needed progress in quantum software. As the quantum computing industry shifts from research to real-world value, Zapata's hardware-agnostic software platform and its track record with both Fortune 500 enterprises and DARPA's Quantum Benchmarking program give it a uniquely strong position in quantum software. I'm fired up to help this team translate that technical edge into real-world impact in this next phase." Clark Golestani.

Industry Context

The announcement positions Zapata Quantum to capitalize on the accelerating quantum software market, which is shifting from research to real-world applications. As a pure-play quantum software company with a hardware-agnostic platform and a strong IP portfolio (over 60 patents), Zapata aims to leverage its unique position and track record with Fortune 500 enterprises and DARPA's Quantum Benchmarking program to drive progress and value in the evolving quantum computing industry. The strategic appointments are intended to bolster governance and operational scaling for this growth phase.

Comparison to Industry Standards

• Zapata Quantum highlights its position as the "only pure-play, publicly traded quantum software company," suggesting a unique market niche compared to broader technology or diversified quantum firms.
• Its participation across all technical areas of DARPA's Quantum Benchmarking program indicates a high level of technical capability and recognition within government and defense sectors, potentially setting it apart from competitors focused solely on commercial applications.
• Working with Fortune 500 enterprises demonstrates its ability to deliver solutions to large, established companies, a benchmark for commercial viability in emerging tech.
• The company's portfolio of over 60 granted and pending patents suggests a strong intellectual property foundation, which is critical for competitive advantage in a nascent, high-tech industry like quantum computing, potentially exceeding the IP depth of some newer entrants.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Positive impact due to successful restructuring, capital raise, strengthened governance, and clear path to national exchange relisting (potentially increasing liquidity and valuation).
• Employees: Positive impact from a more stable and growth-oriented company, potentially leading to increased opportunities.
• Customers/Partners: Enhanced confidence in the company's stability and strategic direction, potentially leading to stronger relationships and continued innovation in quantum software solutions.
• Creditors: Positive impact from the restructuring of $18.7 million in legacy unsecured liabilities, improving the company's financial health.

Next Steps

• Build out core governance, technical, and commercial capabilities.
• Complete remaining SEC compliance work (expected in Q4 2025).
• Relist common stock on a national securities exchange (e.g., Nasdaq).
• Accelerate progress in quantum software, leveraging existing IP portfolio.
• Translate technical edge into real-world impact.

Key Dates

Recommendation

The company has successfully completed a critical recapitalization, raising new capital and restructuring significant liabilities, which addresses past financial weaknesses. The appointment of highly experienced financial and operational leaders to the board, specifically to drive SEC compliance and relisting on a national exchange like Nasdaq, signals a strong commitment to improving corporate governance and market visibility. As a pure-play quantum software company with a robust IP portfolio and established partnerships (Fortune 500, DARPA), Zapata Quantum is uniquely positioned in an accelerating market. The clear roadmap for uplisting, combined with strengthened leadership and financial stability, presents a compelling investment opportunity for long-term growth, especially given its current OTC status and potential for increased liquidity and valuation upon relisting.

Keywords

quantum computing, quantum software, SEC compliance, national exchange relisting, corporate governance, audit committee, capital raise, restructuring, intellectual property, Nasdaq, ZPTA