Zapata Quantum, Inc. 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 001-41218

Zapata Quantum, Inc.

(Exact name of registrant as specified in charter)

Delaware		98-1578373
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6 Liberty Square, #2488

Boston, MA

02109

(Address of principal executive offices)

(Zip Code)

(857) 367-9002

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 3, 2026, the issuer had 187,328,921 shares of its common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
	PART I - Financial Information

Item 1	Financial Statements	3
	Condensed Consolidated Balance Sheets – As of June 30, 2026 (Unaudited) and December 31, 2025	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) – For the Three and Six Months Ended June 30, 2026 and 2025	4
	Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit (Unaudited) – For the Three and Six Months Ended June 30, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) – For the Six Months Ended June 30, 2026 and 2025	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4	Controls and Procedures	30

	Part II - Other Information

Item 1	Legal Proceedings	32
Item 1A	Risk Factors	32
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3	Defaults Upon Senior Securities	32
Item 4	Mine Safety Disclosures	32
Item 5	Other Information	32
Item 6	Exhibits	33

Signatures		34

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ZAPATA QUANTUM, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	June 30, 2026			December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash	$	12,771		$	1,659
Prepaid expenses and other current assets		188			181
Total current assets		12,959			1,840
Other non-current assets		385			432
Total assets	$	13,344		$	2,272
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,749		$	3,963
Accrued expenses and other current liabilities		1,590			1,764
Other liabilities		406			406
Convertible promissory notes, current ($300 to related parties)		3,107			3,133
Senior secured notes, current		1,430			1,273
Total liabilities		10,282			10,539
Commitments and contingencies (Note 5)		–			–
Stockholders’ equity (deficit)
Convertible preferred stock (Series A), $0.0001 par value; 0 shares authorized at June 30, 2025 and 15,000 shares authorized at December 3, 2025; 0 and 15,000 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		–			–
Convertible preferred stock (Series C), $0.0001 par value; 23,000 shares authorized; 11,983 and 11,983 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		–			–
Convertible preferred stock (Series D), $0.0001 par value; 15,000 shares authorized; 15,000 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		–			–
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 187,328,921 and 172,318,506 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		19			17
Additional paid-in capital		124,949			110,211
Accumulated other comprehensive loss		(201	)		(162	)
Accumulated deficit		(121,705	)		(118,333	)
Total stockholders’ equity (deficit)		3,062			(8,267	)
Total liabilities and stockholders’ equity (deficit)	$	13,344		$	2,272

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZAPATA QUANTUM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(In thousands, except share and per share amounts)


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue	$	–		$	–		$	–		$	–
Cost of revenue		–			–			–			–
Gross profit		–			–			–			–
Operating expenses:
Sales and marketing		285			–			458			–
Research and development		383			–			618			–
General and administrative		959			584			1,748			1,264
Total operating expenses		1,627			584			2,824			1,264
Loss from operations		(1,627	)		(584	)		(2,824	)		(1,264	)
Other income (expense):
Interest expense		(229	)		(141	)		(361	)		(243	)
Loss on extinguishment of senior secured note		–			(134	)		–			(134	)
Gain on extinguishment of forward purchase agreement settlement liability		–			2,357			–			2,357
Gain on extinguishment of liabilities		–			1,197			–			1,197
Other income		21			5			40			17
Total other income (expense), net		(208	)		3,284			(321	)		3,194
Net income (loss)	$	(1,835	)	$	2,700		$	(3,145	)	$	1,930
Series D preferred stock capitalized dividend		(227	)		–			(227	)		–
Net income (loss) attributable to common stockholders	$	(2,062	)	$	2,700		$	(3,372	)	$	1,930

Net income (loss) per share attributable to common stockholders, basic	$	(0.01	)	$	0.05		$	(0.02	)	$	0.04
Net income (loss) per share attributable to common stockholders, diluted	$	(0.01	)	$	0.04		$	(0.02	)	$	0.03
Weighted-average common shares outstanding, basic		186,174,045			51,776,206			179,284,550			47,154,964
Weighted-average common shares outstanding, diluted		186,174,045			66,276,206			179,284,550			57,918,326

Net income (loss)	$	(1,835	)	$	2,700		$	(3,145	)	$	1,930
Foreign currency translation adjustment		(21	)		(8	)		(39	)		(22	)
Comprehensive income (loss)	$	(1,856	)	$	2,692		$	(3,184	)	$	1,908

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZAPATA QUANTUM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the three months ended June 30, 2026

(In thousands, except share amounts)


	Convertible Preferred Stock ($0.0001 par value)					Common Stock ($0.0001 par value)				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Capital			Loss			Deficit			Deficit
Balances at March 31, 2026		26,983		$	–		172,318,506	$	17	$	110,449		$	(180	)	$	(119,643	)	$	(9,357	)
Stock-based compensation expense		–			–		–		–		206			–			–			206
Debt discount on modification of convertible notes		–			–		–		–		230			–			–			230
Cash received on sale of Series D Preferred stock, net of expenses		15,000			–		–		–		13,838			–			–			13,838
Series D preferred stock capitalized dividends		–			–		–		–		227			–			(227	)		–
Common stock issued on conversion of Series A Preferred stock		(15,000	)		–		15,000,000		2		(2	)		–			–			–
Common stock issued on exercise of stock options		–			–		10,415		–		1			–			–			1
Net loss		–			–		–		–		–			–			(1,835	)		(1,835	)
Cumulative translation adjustment		–			–		–		–		–			(21	)		–			(21	)
Balances at June 30, 2026		26,983		$	–		187,328,921	$	19	$	124,949		$	(201	)	$	(121,705	)	$	3,062

For the six months ended June 30, 2026

(In thousands, except share amounts)

	Convertible Preferred Stock ($0.0001 par value)					Common Stock ($0.0001 par value)				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Capital			Loss			Deficit			Deficit
Balances at December 31, 2025		26,983		$	–		172,318,506	$	17	$	110,211		$	(162	)	$	(118,333	)	$	(8,267	)
Stock-based compensation expense		–			–		–		–		444			–			–			444
Debt discount on modification of convertible notes		–			–		–		–		230			–			–			230
Cash received on sale of Series D Preferred stock, net of expenses		15,000			–		–		–		13,838			–			–			13,838
Series D preferred stock capitalized dividends		–			–		–		–		227			–			(227	)		–
Common stock issued on conversion of Series A Preferred stock		(15,000	)		–		15,000,000		2		(2	)		–						–
Common stock issued on exercise of stock options		–			–		10,415		–		1			–			–			1
Net loss		–			–		–		–		–			–			(3,145	)		(3,145	)
Cumulative translation adjustment		–			–		–		–		–			(39	)		–			(39	)
Balances at June 30, 2026		26,983		$	–		187,328,921	$	19	$	124,949		$	(201	)	$	(121,705	)	$	3,062

ZAPATA QUANTUM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(UNAUDITED)

For the three months ended June 30, 2025

(In thousands, except share amounts)


	Common Stock ($0.0001 par value)				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Deficit
Balances at March 31, 2025		43,614,506	$	4	$	104,345	$	(123	)	$	(128,439	)	$	(24,213	)
Issuance of common stock resulting from the Consent Agreement		34,000,000		3		7		–			–			10
Issuance of common stock resulting from the Conversion Agreements		15,347,000		2		2,116		–			–			2,118
Stock-based compensation expense		–		–		30		–			–			30
Net income		–		–		–		–			2,700			2,700

Cumulative translation adjustment		–		–		–		(8	)		–			(8	)
Balances at June 30, 2025		92,961,506	$	9	$	106,498	$	(131	)	$	(125,739	)	$	(19,363	)

For the six months ended June 30, 2025

(In thousands, except share amounts)

	Common Stock ($0.0001 par value)				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Deficit
Balances at December 31, 2024		43,589,506	$	4	$	104,301	$	(109	)	$	(127,669	)	$	(23,473	)

Vesting of restricted stock units		25,000		–		–		–			–			–
Stock-based compensation expense		–		–		74		–			–			74
Issuance of common stock resulting from the Consent Agreement		34,000,000		3		7		–			–			10
Issuance of common stock resulting from the Conversion Agreements		15,347,000		2		2,116		–			–			2,118
Net income		–		–		–		–			1,930			1,930

Cumulative translation adjustment		–		–		–		(22	)		–			(22	)
Balances at June 30, 2025		92,961,506	$	9	$	106,498	$	(131	)	$	(125,739	)	$	(19,363	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZAPATA QUANTUM, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	For the Six Months Ended June 30,
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	(3,145	)	$	1,930
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		444			74
Non-cash interest expense		361			195
Loss on extinguishment of senior secured note		–			134
Gain on extinguishment of forward purchase agreement settlement liability		–			(2,357	)
Gain on extinguishment of liabilities		–			(1,197	)
Changes in operating assets and liabilities:
Prepaid expenses and other current and non-current assets		40			(37	)
Accounts payable		(214	)		74
Accrued expenses and other current liabilities		(174	)		720
Net cash used in operating activities		(2,688	)		(464	)
Cash flows from financing activities:
Proceeds from sale of Series D Preferred stock, net of expenses		13,838			–
Proceeds from the exercise of stock options		1			–
Proceeds from convertible notes, net		–			2,825
Payment of senior secured notes		–			(1,343	)
Net cash provided by financing activities		13,839			1,482
Effect of exchange rate changes on cash and cash equivalents		(39	)		(21	)
Net increase in cash and cash equivalents		11,112			997
Cash and cash equivalents and restricted cash at beginning of period		1,659			359
Cash and cash equivalents and restricted cash at end of period	$	12,771		$	1,356
Supplemental disclosures
Debt discount on modification of convertible notes	$	230		$	–
Issuance of common stock in connection with settlement of liability	$	–		$	2,039
Issuance of common stock in connection with settlement of obligation	$	–		$	79

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ZAPATA QUANTUM, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(Dollar amounts in thousands, except per share and share amounts)

1. Nature of the Business and Basis of Presentation

Zapata Quantum, Inc. (the “Company”, “we”, “us”, or “our”), following a strategic realignment in 2025, offers solutions to efficiently deploy and accelerate the development of quantum and hybrid quantum-classical computing applications. These solutions include software and software tools supported by services. Its software platform is based on patented technology and supports a wide range of use cases in cryptography, pharmaceuticals, manufacturing, materials discovery and defense. These planned operations are subject to the Company raising sufficient capital. The Company has worked with Fortune 500 enterprises and government agencies to unlock the potential of quantum computing.

The accompanying condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026 (the “Annual Report”). The accompanying condensed consolidated financial statements are unaudited, and in the opinion of management, contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2026, and the results of its operations and its cash flows for the six months ended June 30, 2026 and 2025. The balance sheet as of December 31, 2025 is derived from the Company’s audited financial statements.

Liquidity

The accompanying condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the six months ended June 30, 2026, the Company recorded a net loss of $3,145, used cash in operations of $2,688, and had stockholders’ equity of $3,062 as of that date. As of June 30, 2026, the Company had a cash balance of $12,771. Cash used in operations was primarily due to the Company’s operating losses, working capital needs, and investment in strategic growth initiatives. The Company has incurred significant losses and negative cash flows from operations since inception and expects to continue to incur losses and negative cash flows for the foreseeable future as the Company expands its penetration of the quantum computing application development market. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

In April 2026, the Company sold and issued to accredited investors a total of 15,000 shares of Series D preferred stock (which are convertible into 34,160,784 shares of Common Stock, subject to adjustment) and Warrants to purchase up to 17,080,392 shares of Common Stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of $15,000. The Company received net proceeds of $13,838 after deducting commissions and fees (see Note 6). The Company intends to use the net proceeds for working capital and general corporate purposes. As of the issuance date of these financial statements, management now expects that the Company’s existing cash will be sufficient to fund the Company’s current operating plan for at least twelve months from the date of issuance of these financial statements.

The Company is subject to risks and uncertainties similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, dependence on key individuals, risks associated with changes in information technology, and the ability to raise additional capital to fund operations. The Company’s long-term success is dependent upon its ability to successfully market, deliver, and scale its quantum computing application development solutions, increase revenue, meet its obligations, obtain additional capital when needed and, ultimately, achieve profitable operations.

Although Management believes that it will be able to continue to raise funds by sale of its securities to provide the additional cash needed to meet the Company’s obligations, the restructuring activities aimed at restarting certain aspects of its core business require substantial funds to implement and there is no assurance that the Company will be able to continue raising the additional capital necessary to continue operations and execute on the Company’s business plan.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are detailed in “Note 2. Summary of Significant Accounting Policies” of the Company’s Annual Report. The Company uses the same accounting policies in preparing its quarterly and annual consolidated financial statements. There have been no material changes to significant accounting policies during the six months ended June 30, 2026.

Use of Estimates

The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected within these condensed consolidated financial statements include, but are not limited to, accruals for potential liabilities, the valuation of the Company’s Common Stock, and the fair value of stock-based awards. The Company’s estimates are based on historical information available as of the date of the unaudited condensed consolidated financial statements and various other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions.

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stock and whether the instrument holders could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and, for liability-classified warrants, at each reporting period end date while the warrants are outstanding.

Preferred Stock

The Company evaluates the classification of all preferred stock issued in accordance with the applicable guidance in ASC 480, Distinguishing Liabilities from Equity, and other relevant U.S. GAAP. Preferred stock that is mandatorily redeemable or otherwise embodies an obligation requiring the Company to redeem the instrument for cash or other assets is classified as a liability. Preferred stock that is redeemable upon the occurrence of events that are outside the Company’s control, or at the option of the holder, is classified as temporary (mezzanine) equity in accordance with SEC guidance. Preferred stock that is not mandatorily redeemable and does not contain redemption features requiring temporary equity classification is classified as permanent equity within stockholders’ equity.

The Company evaluates the terms of each preferred stock issuance to determine whether any embedded features require separate accounting under ASC 815, Derivatives and Hedging. If no such features require separate accounting and the preferred stock qualifies for equity classification, the instrument is recorded within stockholders’ equity. Issuance costs directly attributable to equity-classified preferred stock are recorded as a reduction of the carrying amount of the related equity instrument, net of any applicable tax effects.

Other policies

The Company’s other significant accounting policies are detailed in “Note 2. Summary of Significant Accounting Policies” of the Company’s Annual Report. The Company uses the same accounting policies in preparing its quarterly and annual consolidated financial statements. There have been no material changes to significant accounting policies during the six months ended June 30, 2026.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires more detailed disclosures, on an annual and interim basis, about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied either prospectively or retrospectively. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.

Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	June 30, 2026		December 31, 2025
Accrued employee compensation and benefit	$	145	$	73
Accrued professional fees		291		259
Refunds payable		750		750
Other		404		682
Accrued expenses and other current liabilities	$	1,590	$	1,764

4. Debt

The aggregate principal amount of debt outstanding as of June 30, 2026 and December 31, 2025 consisted of the following:


	June 30, 2026		December 31, 2025
Senior secured notes	$	1,430	$	1,273
Convertible promissory notes, net		3,107		3,133
Total Debt	$	4,537	$	4,406

Senior Secured Notes

The Senior Secured Notes bear interest at the compound rate of 15% per annum and are convertible at the option of each noteholder at $8.50 per share. The outstanding principal amount of the Senior Secured Notes of $1,000 and all accrued but unpaid interest will be due and payable at the maturity date, December 15, 2026, unless otherwise converted. While any Senior Secured Notes are outstanding, the Company cannot incur additional indebtedness for borrowed funds, except additional Senior Secured Notes, substantially similar notes or other debt instruments that are pari passu with or subordinate to the Senior Secured Notes. As of June 30, 2026, the Senior Secured Notes are potentially convertible into 168,184 shares of the Company’s common stock.

As of December 31, 2025, the aggregate principal and accrued interest outstanding under the Senior Secured Notes totaled $1,273. The Company recognized approximately $157 of interest expense for the six months ended June 30, 2026, which is included within interest expense in the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the aggregate principal and accrued interest outstanding under the Senior Secured Notes totaled $1,430.

Convertible Promissory Notes

In June 2025, the Company entered into a securities purchase agreement with accredited investors pursuant to which the Company issued secured convertible promissory notes (the “Convertible Promissory Notes”) and warrants to purchase an aggregate of 37,500,000 shares of the Company’s common stock (the “Warrants”) for aggregate gross proceeds of $3.0 million.

The Convertible Promissory Notes bear simple interest at a rate of 10.00% per annum and had an original maturity date in June 2026, unless earlier converted or repaid in accordance with their terms. Interest accrues daily based on a 360-day year and is not payable in cash before maturity unless the Convertible Promissory Notes are repaid before conversion. The conversion price is $0.04 per share, subject to customary anti-dilution adjustments for stock splits, stock dividends, combinations, or recapitalizations.

Effective June 1, 2026, the Company and the holders amended the Convertible Promissory Notes to extend the maturity date to June 2027 and replace the provision requiring automatic conversion upon the closing of a qualified financing. Under the amended terms, if (i) the volume-weighted average price of the Company’s common stock on the immediately preceding trading day equals or exceeds $0.60 per share and (ii) the average daily traded value of the Company’s common stock for the five immediately preceding trading days equals or exceeds $1.0 million, the Company may elect to convert all or any portion of the outstanding principal balance into shares of common stock at a conversion price of $0.04 per share, subject to customary adjustments for stock splits, stock dividends, combinations, recapitalizations and similar events. Any accrued and unpaid interest attributable to principal converted pursuant to the amended conversion provision is automatically forgiven upon conversion. If the Company elects to convert the entire $3.0 million outstanding principal balance, the Convertible Promissory Notes would convert into 75,000,000 shares of the Company’s common stock.

The Company evaluated the amendment under the debt modification and extinguishment guidance in ASC 470-50. The present value of the cash flows under the amended terms differed from the present value of the remaining cash flows under the original terms by approximately 3.05%. In addition, the change in the fair value of the embedded conversion option was approximately 7.08% of the carrying amount of the Convertible Promissory Notes immediately before the amendment, and the amendment did not add or eliminate a substantive conversion option. Because the applicable changes were less than 10%, the Company accounted for the amendment as a debt modification rather than a debt extinguishment. Accordingly, the Company did not recognize a gain or loss on extinguishment.

The amendment increased the fair value of the embedded conversion option by approximately $232,000. The Company recorded the increase as a debt discount, with a corresponding increase to additional paid-in capital. The debt discount, together with the remaining unamortized debt issuance costs associated with the original issuance, is being amortized to interest expense over the remaining term of the amended Convertible Promissory Notes using the effective-interest method. Following the amendment, the revised effective interest rate is approximately 17.70%.

The Convertible Promissory Notes may not be prepaid before the maturity date without the written consent of the applicable holder and are secured pursuant to a security agreement entered into concurrently with their original issuance.

Upon the occurrence of an event of default and written notice from the applicable holder, or automatically upon the occurrence of certain bankruptcy-related events, the Convertible Promissory Notes become immediately due and payable, together with all accrued and unpaid interest. Events of default include, among other matters, (i) failure to pay principal or interest when due, (ii) breaches of covenants contained in the Convertible Promissory Notes or the securities purchase agreement, (iii) specified bankruptcy or insolvency events and (iv) defaults under other indebtedness exceeding $200,000.

In connection with the original issuance of the Convertible Promissory Notes, the Company incurred debt issuance costs of approximately $75,000. The debt issuance costs were recorded as a direct deduction from the carrying amount of the Convertible Promissory Notes. Before the June 2026 amendment, the debt issuance costs were amortized using an original effective interest rate of approximately 12.64%. Following the amendment, the remaining unamortized debt issuance costs are being amortized over the amended remaining term using the revised effective interest rate.

The Company accounts for the Convertible Promissory Notes at amortized cost. At issuance, no portion of the proceeds was allocated to the embedded conversion features because the conversion features did not require bifurcation and separate accounting as derivative instruments under ASC 815. The fair value of the Warrants issued in connection with the Convertible Promissory Notes was not material.

At December 31, 2025, the carrying amount of the Convertible Promissory Notes and related accrued interest was approximately $3.1 million, net of a valuation discount of $33. At June 30, 2026, the aggregate outstanding principal and accrued interest was approximately $3.1 million, net of the unamortized debt discount of $211 recognized in connection with the amendment and the remaining unamortized debt issuance costs.

For the six months ended June 30, 2026, the Company recognized approximately $203 of interest expense, including contractual interest, approximately $33 of amortization of the original debt issuance costs and approximately $19 of amortization of the debt discount recognized in connection with the June 2026 amendment. Interest expense is included within interest expense in the condensed consolidated statements of operations and comprehensive loss.

5. Commitments and Contingencies

Forbearance Agreements

During the year ended December 31, 2025, the Company entered into forbearance agreements (the “Forbearance Agreement”) with two third-party creditors related to outstanding invoices totaling approximately $3,774 (the “Overdue Amount”). Pursuant to the Forbearance Agreement, 50% of the Overdue Amount (approximately $1,887), remains due and is included in accounts payable, and the remaining $1,887 becomes contingently payable based upon the completion of capital-raising transactions generating at least $45,000 and $55,000, respectively, in aggregate proceeds. If the specified financing thresholds are not achieved, the corresponding contingent payments will not become due, and the related obligations will be permanently extinguished.

Pursuant to the Forbearance Agreement, the creditors have each agreed to temporarily forbear from enforcing collection of the $1,887 that is currently recorded in accounts payable during the forbearance period, and, in either case, if the specified financing thresholds are not achieved, the corresponding contingent payments will not become due, and the related obligations will be permanently extinguished.

During the year ended December 31, 2025, the Company accounted for the $1,887 Overdue Amount that is now contingently payable as an extinguishment of debt due to management’s assessment that it is not probable that the Company will reach the equity raising threshold that would require repayment of these amounts.

Beginning May 1, 2025, any unpaid portion of the Obligations will accrue a late charge at a rate equal to the lesser of 0.8% per month or the maximum rate permitted by law. The forbearance period will terminate—and the Remaining Overdue Amount, together with any accrued late charges, will become immediately due and payable—upon the occurrence of certain “Forbearance Termination Events,” including specified capital-raising or asset-sale transactions, defaults, or insolvency events.

6. Convertible Preferred Stock

Series A Convertible Preferred Stock

As of June 30, 2026, the authorized, issued, and outstanding Series A Convertible Preferred Stock and their principal were as follows:

Series A Convertible Preferred Stock

Par Value

Authorized

Issued
and Outstanding

Carrying
Value

Liquidation
Preference

Common Stock
Issuable Upon
Conversion

Balance at December 31, 2025

0.0001

15,000

1,500

–

15,000,000

Issued

–

Converted to common stock

–

(15,000

)

(15,000

)

(1,500

)

–

(15,000,000

)

Balance at June 30, 2026

–

Each share of Series A 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 A shall be entitled to vote with the Company’s Common Stock on an as-converted basis, subject to beneficial ownership limitations. All shares of capital stock of the Company, both Common Stock and any other series of preferred stock, shall be junior in rank to all shares of Series A with respect to payments upon the liquidation, dissolution, and winding up of the Company.

On April 7, 2026, the Company issued a total of 15,000,000 shares of Common Stock pursuant to the automatic conversion of 15,000 shares of Series A Convertible Preferred Stock upon completion of certain trigger events. Subsequent to the automatic conversion, the Certificate of Designations of the Series A Convertible Preferred Stock was withdrawn and all previously designated shares of Series A were returned to their status as authorized preferred stock available for issuance.

Series C Convertible Preferred Stock

As of June 30, 2026, the authorized, issued, and outstanding Series C Convertible Preferred Stock and their principal were as follows:

Series C Convertible Preferred Stock

Par Value

Authorized

Stock Issued
and Outstanding

Carrying
Value

Liquidation
Preference

Common Stock
Issuable Upon
Conversion

Balance at December 31, 2025

0.0001

23,000

11,983

4,429

–

11,983,000

Issued

–

Converted to common stock

–

Balance at June 30, 2026

0.0001

23,000

11,983

4,429

–

11,983,000

Each share of Series C Convertible Preferred Stock 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 Convertible Preferred Stock 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 Convertible Preferred Stock shall rank pari passu with the holders of Common Stock with respect to any liquidation, dissolution or winding up of the Company. The Series C Convertible Preferred Stock are not redeemable.

Series D Convertible Preferred Stock

As of June 30, 2026, the authorized, issued, and outstanding Series D Convertible Preferred Stock and their principal were as follows:


			Series D Convertible Preferred Stock
	Par Value		Authorized		Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Balance at December 31, 2025		–		–		–	$	–	$	–		–
Issued		0.0001		15,000		15,000		13,838		16,500		34,160,784
Capitalized dividends		–		–		–		227		250		516,967
Converted to common stock		–		–		–		–		–		–
Balance at June 30, 2026		0.0001		15,000		15,000	$	14,065	$	16,750		34,677,751

In April 2026, the Company sold and issued to accredited investors a total of 15,000 shares of Series D preferred shares (which are convertible into 34,160,784 shares of Common Stock, subject to adjustment) and Warrants to purchase up to 17,080,392 shares of Common Stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of $15,000. The Company received net proceeds of $13,838 after deducting commissions and fees. The Company intends to use the net proceeds for working capital and general corporate purposes.

Each share of Series D Convertible Preferred Stock is convertible into 2,278 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 D Convertible Preferred Stock 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 D Convertible Preferred Stock shall rank senior to the holders of Common Stock and all other preferred stock with respect to any liquidation, dissolution or winding up of the Company. The Series D Convertible Preferred Stock is not redeemable.

In connection with the Offering, the Company paid the Placement Agents: (i) a cash fee equal to 6% of the gross proceeds received by the Company in the Offering, and (ii) issued them warrants to purchase 2% of the shares of Common Stock issuable upon conversion of the Series D.

Holders of the Series D Convertible Preferred Stock are entitled to cumulative dividends at an annual rate of 8% of the then-current stated value of the Series D Convertible Preferred Stock. Dividends are payable quarterly in arrears in shares of the Company’s Common Stock based on the applicable conversion price. At the Company’s election, all or a portion of a dividend may instead be capitalized by increasing the stated value of the Series D Convertible Preferred Stock.

Series D Convertible Preferred Stock Dividends

The Series D Convertible Preferred Stock had an aggregate stated value of $15,000 when issued in April 2026. The Company incurred approximately $1,162 in issuance costs in connection with the offering, which were recorded as a reduction of additional paid-in capital. Accordingly, the net carrying amount attributable to the Series D Convertible Preferred Stock was approximately $13,838 at the issuance date.

For the quarter ended June 30, 2026, the Company elected to capitalize the accrued dividend rather than issue shares of Common Stock. The prorated dividend from the issuance date through June 30, 2026 was approximately $227. The capitalized dividend increased the aggregate stated value of the Series D Convertible Preferred Stock from $15,000 to $15,227. No cash was paid, and no additional shares of Common Stock or Series D Convertible Preferred Stock were issued.

The stated value, carrying amount and liquidation preference of the Series D Convertible Preferred Stock were as follows:


	June 30, 2026
Original aggregate stated value	$	15,000
Capitalized dividend		227
Ending aggregate stated value		15,227
Less: issuance costs		(1,162	)
Ending carrying amount		14,065
Minimum liquidation preference, 110% of stated value	$	16,750

Under the terms of the Series D Convertible Preferred Stock, upon a liquidation event, holders are entitled to receive, before any distribution to holders of Common Stock or junior securities, an amount equal to the greater of (i) 110% of the then-current stated value and (ii) the amount the holders would have received had the Series D Convertible Preferred Stock been converted into Common Stock immediately before the liquidation event. Accordingly, the minimum aggregate liquidation preference as of June 30, 2026 was approximately $16,750. The actual liquidation preference could be greater depending on the value of the consideration payable to holders of Common Stock in the applicable liquidation event.

The capitalized dividend was recorded as an increase to additional paid-in capital attributable to the Series D Convertible Preferred Stock and a corresponding increase to accumulated deficit. The dividend did not affect net loss, comprehensive loss or cash flows.

For purposes of calculating basic and diluted net loss per share attributable to common stockholders, the $227 capitalized dividend was deducted from net loss. As a result, net loss attributable to common stockholders was approximately $2,043 and $3,353 for the three and six months ended June 30, 2026, respectively. The dividend did not change the reported basic or diluted net loss per share after rounding, which remained $0.01 and $0.02 for the three-and six-month periods, respectively.

Liquidation and Deemed-Liquidation Provisions

The Series D Convertible Preferred Stock has no fixed maturity date and does not provide the holders with a general right to require the Company to redeem the shares while the Company continues as a going concern. However, upon the occurrence of a Liquidation Event, each holder is entitled to receive, before any distribution is made to holders of Common Stock or other junior securities, cash from the assets of the Company legally available for distribution in an amount equal to the greater of (i) 110% of the then-current stated value of the holder’s Series D Convertible Preferred Stock and (ii) the amount the holder would have been entitled to receive had the Series D Convertible Preferred Stock been converted into Common Stock immediately before the Liquidation Event. A holder may elect to receive Common Stock, based on the then-current conversion rate, in lieu of cash.

A Liquidation Event includes a voluntary or involuntary liquidation, dissolution or winding up of the Company and certain merger, consolidation or other transactions after which the Company’s pre-transaction stockholders own less than 50% of the equity or voting power of the surviving entity, subject to the financing-transaction exception contained in the Certificate of Designations.

Equity Classification

The Company evaluated the Series D Convertible Preferred Stock under ASC 480, Distinguishing Liabilities from Equity, and ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities. The Series D Convertible Preferred Stock is not mandatorily redeemable because it has no fixed redemption date, does not provide the holders with a general right to require redemption and does not otherwise contain an unconditional obligation requiring the Company to transfer cash or other assets. Accordingly, the Series D Convertible Preferred Stock is not classified as a liability under ASC 480.

The Company determined that classification within permanent stockholders’ equity is appropriate. The cash preference payable upon an actual liquidation, dissolution or winding up represents an ordinary liquidation preference and does not require temporary-equity classification. In addition, a merger or consolidation that would constitute a deemed Liquidation Event requires substantive approval by the Company’s Board of Directors. The Board may withhold its approval and the holders of the Series D Convertible Preferred Stock do not control the Board or otherwise have the contractual ability to compel the Company to enter into such a transaction. Accordingly, the deemed-liquidation event is within the Company’s control for purposes of ASC 480-10-S99-3A. The Series D Convertible Preferred Stock is therefore classified within permanent stockholders’ equity, and the Company does not accrete its carrying amount to the 110% liquidation preference. The Company will reassess the classification if the relevant contractual, governance or control circumstances change.

7. Common Stock

As of June 30, 2026 and December 31, 2025, the Company had authorized 600,000,000 shares of $0.0001 par value Common Stock. Each share of Common Stock entitles the holder to one vote, together with the holders of the Series C and Series D Convertible Preferred Stock (on an as-converted basis), on all matters submitted to the stockholders for a vote. The holders of Common Stock are entitled to receive dividends, if any, as declared by the Company’s Board of Directors.

Under the terms of the Company’s certificate of incorporation, the Company’s Board of Directors is authorized to direct the Company, without any action or vote by its stockholders (except as may be provided by the terms of any class or series of Company preferred stock then outstanding), to issue shares of preferred stock in one or more series without the approval of the Company’s stockholders. The Company’s Board of Directors has the discretion to determine the rights, powers, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

2026 Activity

On April 7, 2026, the Company issued a total of 15,000,000 shares of Common Stock pursuant to the automatic conversion of shares of Series A Convertible Preferred Stock upon completion of certain trigger events.

On April 30, 2026, the Company issued 10,415 shares of the Company’s Common Stock pursuant to a stock option exercise, resulting in net proceeds of $1 to the Company.

2025 Activity

Restricted Stock Units

A total of 25,000 restricted stock units vested during the three months ended March 31, 2025, and the corresponding shares were issued upon vesting.

Consent Agreement

In June 2025, the Company entered into Consent Agreement with Sandia under which Sandia waived certain rights and existing defaults under the Senior Secured Note agreement related to the issuance of Convertible Promissory Notes. The Company issued 34,000,000 shares of common stock in exchange for such waiver.

Unvested Shares

In connection with the closing on March 28, 2024 of the business combination with Andretti Acquisition Corp. (“AAC”), 1,129,630 shares of Sponsor Shares became unvested and are subject to the forfeiture pursuant to the available cash provisions as described in the sponsor support agreement in contemplation of the Merger. All of the Unvested Shares will become vested if, within three years of the closing, the volume-weighted average price of the Company’s Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period, or if there is a change of control of the Company. If neither of these events occur within three years of the closing, then the Unvested Shares will be forfeited and shall be transferred by the sponsor and the sponsor co-investor to the Company, without any consideration for such transfer. The Unvested Shares are indexed to the Company’s own stock and are therefore classified as equity in the Company’s consolidated financial statements. No Unvested Shares vested during the six months ended June 30, 2026 or 2025.

8. Warrants

Warrant activity during the six months ended June 30, 2026 is as follows:

Schedule of warrant activity
	Number of Shares		Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance at December 31, 2025		67,299,982	$	4.31		3.97	$	65,096
Granted		17,763,605		0.4391
Exercised		–		–
Forfeited and expired		–		–
Balance at June 30, 2026		85,063,587	$	3.50		4.28	$	76,217
Warrants vested and exercisable at June 30, 2026		84,163,587	$	3.50		4.28	$	75,074

On April 22, 2026, the Company issued 17,080,392 warrants to investors to purchase shares of common stock in connection with the issuance of the Series D Convertible Preferred Stock and 683,213 warrants to the Company’s placement agents. The warrants have an initial exercise price of $0.4391 per share, subject to adjustment, and may be exercised for cash or, under certain circumstances, on a cashless basis, and expire on October 19, 2033. The Company evaluated the warrants under ASC 480 and ASC 815-40 and determined that the warrants are equity-classified instruments. The warrants are not mandatorily redeemable, do not require net cash settlement, and are indexed to the Company’s own common stock. Although the warrants contain certain anti-dilution adjustment provisions, including adjustments upon certain dilutive issuances, the Company concluded that such provisions do not preclude equity classification. Accordingly, the warrants are classified as equity, and their fair value was measured using the Black-Scholes option-pricing model. The fair value of the warrants on the date of issuance was immaterial and will not be remeasured in subsequent periods.

Based on a fair market value of $1.27 per share on June 30, 2026, the intrinsic value attributed to exercisable and unexercised Common Stock warrants was $75,074 at June 30, 2026.

As of June 30, 2026, there was no unrecognized compensation cost related to unvested warrants.

9. Compensation Plans

Stock Option

Stock option activity during the six months ended June 30, 2026 is as follows:

Schedule of stock option activity
	Number of Shares			Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance at December 31, 2025		39,003,451		$	0.08		9.62	$	58,598
Granted		11,850,000			0.75
Exercised		(10,415	)		0.13
Forfeited and expired		–			–
Balance at June 30, 2026		50,843,036			0.24		5.41		101,214
Options vested and exercisable at June 30, 2026		3,000,600		$	0.57		4.69	$	5,225

During the six months ended June 30, 2026, the Company granted options exercisable into 11,850,000 shares of its Common Stock to its employees and advisors. The stock options vest over a weighted average 3.80 year period and are exercisable at a weighted average price of $0.75 per share with an average life expiration of 6.48 years. The total fair value of these options at the grant date was approximately $12,942, which was determined using a Black-Scholes option pricing model with the following average assumptions: stock price of $1.10 per share, expected term of