Zapata Quantum Shareholders Approve Reverse Split Authorization at 2026 Annual Meeting

Key Points

• Shareholders approved reverse-split authorization, allowing the board to execute a 1-for-2 to 1-for-50 split at its discretion. The move is intended to help meet Nasdaq or NYSE minimum share-price requirements and support a potential up-listing.
• Shareholders elected Sumit Kapur, William Klitgaard and Clark Golestani to the board, and approved executive compensation, the appointment of Weinberg & Company as auditor, and a three-year frequency for future say-on-pay votes.
• CEO Sumit Kapur said a possible exchange listing is part of a broader growth strategy involving the Quantum Pilot platform, expanded commercial and scientific teams, intellectual-property development, and partnerships with NVIDIA, QuEra and IBM. No timing or reverse-split ratio was provided.

Zapata Quantum OTCMKTS: ZPTA shareholders approved a reverse stock split authorization, elected three directors and supported the company’s executive-compensation proposals at its 2026 annual meeting.

The virtual-only meeting was led by Chief Executive Officer Sumit Kapur, who said the company had a quorum and that six proposals were before shareholders. The company said final voting results would be reported in a Form 8-K in the coming days.

Directors Elected

Shareholders elected Kapur, William Klitgaard and Clark Golestani as directors. The nominees will serve one-, two- or three-year terms consistent with their designated board classes, according to the meeting agenda.

• Kapur received 137.95 million votes for election and 71,624 votes withheld.
• Klitgaard received 137.94 million votes for election and 76,037 votes withheld.
• Golestani received 137.87 million votes for election and 147,899 votes withheld.

Each nominee also had approximately 8.6 million broker non-votes. Beth W. VanDerbeck, the meeting’s inspector of election, said the directors were elected subject to final confirmation.

Reverse Split Authorization Approved

Shareholders also approved amendments to the company’s certificate of incorporation that would allow the board to implement a reverse stock split at a ratio ranging from 1-for-2 to 1-for-50. The board will retain discretion over whether to proceed and the specific ratio selected.

The stated purpose of the authorization is to achieve the minimum per-share price required for listing on a national exchange operated by Nasdaq or the New York Stock Exchange. The proposal received approximately 142.82 million votes in favor, 3.03 million votes against and 767,420 abstentions. VanDerbeck said votes in favor represented approximately 60.98% of shares voted on the proposal.

Responding to a shareholder question, Kapur said a potential reverse split and exchange up-listing were components of a broader strategy rather than isolated actions. He said a national-exchange listing could provide improved liquidity, valuation, access to capital and investor awareness, while noting that he could not provide guidance on timing or the eventual split level.

Kapur also cited the company’s efforts to expand its commercial and scientific teams, develop its Quantum Pilot platform, build its intellectual-property portfolio and advance partnerships with NVIDIA, QuEra and IBM. He said Zapata Quantum is pursuing commercial opportunities in biopharma, logistics and finance.

Other Proposals Receive Support

Shareholders ratified Weinberg & Company as Zapata Quantum’s independent registered public accounting firm for the year ending Dec. 31, 2026. The auditor-ratification proposal received approximately 145.61 million votes in favor, 64,145 votes against and 939,929 abstentions, with 99.95% of votes cast supporting the measure.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers. The say-on-pay proposal received approximately 136.75 million votes in favor, 310,521 votes against and 960,567 abstentions.

For future advisory votes on executive pay, shareholders backed a three-year frequency. The three-year option received approximately 118.29 million votes, or 86.18% of votes cast, compared with 9.04 million votes for annual votes and 9.93 million votes for votes every two years.

Because the first five proposals received sufficient support, the company said the sixth proposal, which would have allowed an adjournment to solicit additional proxies if necessary, was moot.

About Zapata Quantum (OTCMKTS:ZPTA)

Zapata Computing Holdings Inc operates as an industrial generative artificial intelligence (AI) software company in the United States. The company offers subscription-based solutions that combine software and services to develop generative AI applications, as well as accompanying services to solve complex industrial problems. It also provides Zapata AI Sense, a suite of algorithms and complex mathematical models to enhance analytics and other data-driven applications; Zapata AI Prose, a set of generative AI solutions based on large language models for generic chatbot applications; and Orquestra, an industrial generative AI application development platform, which provides sense and prose.

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