Zapata Quantum (ZPTA) director details large share and option stakes
Filing Impact
Filing Sentiment
Form Type
3/A
Rhea-AI Filing Summary
Zapata Quantum, Inc. director Golestani Clark filed an amended initial ownership report listing a substantial equity position in the company. The filing shows direct ownership of 32,626,288 shares of Common Stock.
Clark also holds a range of equity-linked awards. These include stock options covering 1,000,000 shares at an exercise price of $0.08 per share expiring on October 9, 2030, and warrants for 1,250,000 shares at $0.04 per share expiring on June 12, 2030. A convertible promissory note for $100,000 is convertible into 2,500,000 shares at $0.04 per share until June 12, 2026.
The filing also reports 75,000 restricted stock units that convert into common stock on a one-for-one basis, plus additional stock options for 68,558 shares at $3.80 expiring on July 31, 2033 and 34,279 shares at $2.02 expiring on February 4, 2031. Footnotes describe various vesting schedules for restricted stock, RSUs, and options, including 32,500,000 shares of restricted stock vesting in equal monthly installments over two years. The report reflects holdings only and does not show new purchases or sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Golestani Clark
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Options (Right to Buy) | -- | -- | -- |
| holding | Stock Options (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Convertible Promissory Note | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
| holding | Stock Options (Right to Buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Options (Right to Buy) — 34,279 shares (Direct, null);
Restricted Stock Units — 75,000 shares (Direct, null);
Convertible Promissory Note — 2,500,000 shares (Direct, null);
Warrants — 1,250,000 shares (Direct, null);
Common Stock — 32,626,288 shares (Direct, null)
Footnotes (1)
- 32,500,000 of the shares of restricted stock vest in equal monthly installments over a two-year period. 100% of the shares subject to the option are fully vested and exercisable. The stock options are fully vested and exercisable. Restricted stock units convert into shares of common stock on a one-for-one basis. The restricted stock units will vest in three equal installments, with 25,000 shares of common stock vesting on October 10, 2024, 25,000 shares of common stock vesting on January 10, 2025, and 25,000 shares vesting on the date of the 2025 annual meeting of the Issuer's stockholders. The Reporting Person purchased a convertible promissory note in the principal amount of $100,000 and an accompanying five-year warrant to purchase 1,250,000 shares of common stock, for a total purchase price of $100,000. The conversion price of the note and exercise price of the warrant are each $0.04 per share. The grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors. The stock options shall vest in equal monthly increments over two years, with the first vesting date to occur on November 9, 2025, subject to continued service as a director of the Issuer on each applicable vesting date and the execution of the Issuer's Stock Option Agreement.
Key Figures
Direct common stock holding: 32,626,288 shares
Low-price stock options: 1,000,000 shares at $0.08
Warrants position: 1,250,000 shares at $0.04
+5 more
8 metrics
Direct common stock holding
32,626,288 shares
Total shares of Common Stock directly owned following reported holdings
Low-price stock options
1,000,000 shares at $0.08
Stock options exercisable into Common Stock, expiring October 9, 2030
Warrants position
1,250,000 shares at $0.04
Warrants to purchase Common Stock, expiring June 12, 2030
Convertible note exposure
$100,000 for 2,500,000 shares at $0.04
Convertible promissory note principal and share conversion terms, expiring June 12, 2026
Restricted stock units
75,000 RSUs
RSUs converting one-for-one into Common Stock per vesting schedule
Large restricted stock grant
32,500,000 shares
Restricted stock vesting in equal monthly installments over two years
Higher-strike options (2033)
68,558 shares at $3.80
Stock options expiring July 31, 2033
Higher-strike options (2031)
34,279 shares at $2.02
Stock options expiring February 4, 2031
Key Terms
restricted stock, Restricted Stock Units, Convertible Promissory Note, warrant, +2 more
6 terms
restricted stock financial
"32,500,000 of the shares of restricted stock vest in equal monthly installments"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Restricted Stock Units financial
"Restricted stock units convert into shares of common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Convertible Promissory Note financial
"The Reporting Person purchased a convertible promissory note in the principal amount of $100,000"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
warrant financial
"and an accompanying five-year warrant to purchase 1,250,000 shares of common stock"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
Rule 16b-3 regulatory
"by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Section 16(b) regulatory
"grant of stock options was exempt from Section 16(b) of the Securities Exchange Act of 1934"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
FAQ
What insider ownership did the Zapata Quantum (ZPTA) Form 3/A disclose?
The Form 3/A shows director Golestani Clark directly holding 32,626,288 shares of Zapata Quantum common stock. This is in addition to several option, warrant, note, and restricted stock unit positions that together represent significant additional potential common shares.
What stock options does Golestani Clark hold in Zapata Quantum (ZPTA)?
Clark holds multiple option awards, including 1,000,000 shares at $0.08 expiring October 9, 2030, 68,558 shares at $3.80 expiring July 31, 2033, and 34,279 shares at $2.02 expiring February 4, 2031, all referenced as rights to buy common stock.
What warrants and convertible note positions were reported for Zapata Quantum (ZPTA)?
The filing shows warrants to buy 1,250,000 shares of common stock at $0.04 per share until June 12, 2030. It also discloses a $100,000 convertible promissory note convertible into 2,500,000 shares at $0.04 per share until June 12, 2026.
How many restricted stock and RSU awards were disclosed for Zapata Quantum (ZPTA)?
Footnotes state 32,500,000 shares of restricted stock vest in equal monthly installments over two years. In addition, 75,000 restricted stock units convert into common stock one-for-one, vesting in three equal installments tied to dates in 2024 and 2025.
Does the Zapata Quantum (ZPTA) Form 3/A show any insider buying or selling?
The Form 3/A presents holding entries only, with no transactions coded as open-market purchases or sales. All seven entries are classified as holdings, and the transaction summary shows zero buy or sell shares, indicating no new trades in this amendment.
What does Rule 16b-3 mean for Zapata Quantum (ZPTA) stock option grants in this filing?
One footnote explains certain stock option grants were exempt from Section 16(b) under Rule 16b-3. This means the options were approved by the board in a way that avoids short-swing profit recovery rules, while still detailing their vesting schedule over two years in the disclosure.