Z Squared Inc. Terminates At-The-Market Sales Agreement and Committed Equity Forward Purchase Agreement

Rhea-AI Summary

Z Squared (Nasdaq: ZSQR) has delivered notice to terminate its $300 million at-the-market sales agreement with Roth Capital Partners and its $50 million Committed Equity Forward Purchase Agreement with Translucent Matter. The ATM Program will end on July 21, 2026, and the Forward Purchase Agreement on August 17, 2026; no shares will be sold or issued under either during the notice periods, and no termination fees are due. According to the company, no shares were ever sold or issued under these programs, existing capital resources provide roughly two years of operating runway, and future financings are expected to be tied to specific project milestones rather than standing equity issuance facilities.

Positive

• Estimated operating runway of roughly two years from existing capital
• Termination of $300 million ATM without any shares issued
• Termination of $50 million Forward Purchase Agreement with no draws made
• No termination fees or penalties payable for ending either equity program
• Removal of perceived dilution overhang from standing equity issuance programs

Negative

• Loss of access to up to $350 million in potential equity financing capacity
• Future financings now expected only in connection with specific project milestones

News Explained

Ending the two programs removes their standing issuance routes, but the active S-3ASR leaves registered equity capacity available.

The July 17 release gives notice that the ATM agreement and forward will terminate on July 21, 2026 and August 17, 2026; separately, the July 6, 2026 S-3ASR still registers up to $300 million for sales under other offerings.

An S-3 shelf authorizes future registered sales but does not itself sell shares, so ending these agreements removes their standing issuance routes rather than all possible equity capacity.

The release's approximately two-year runway estimate is management's current-plan estimate, while reported cash of $5,211,188 equals 266.6 days of first-quarter operating cash use on the supplied historical comparison, not a forecast.

The July 6, 2026 S-3ASR remains active through July 6, 2029; subsequent SEC filings will show whether the registered capacity is used or another financing route is selected.

Sources and calculations

• Z Squared Inc. Terminates At-The-Market Sales Agreement and Committed Equity Forward Purchase Agreement (2026-07-17)
• Form S-3 purpose (2026-07-14)
• Z Squared Inc. S-3ASR shelf record (2026-07-06)
• Z Squared Inc. first-quarter fundamentals (2026Q1)

• Cash and equivalents vs quarterly operating cash outflow, in days of cash use $5,211,188 / ($1,758,887 / 90) = [object Object]

Market Context

Against a backdrop of consistently negative price reactions to prior announcements and an effective ...

Analysis

Against a backdrop of consistently negative price reactions to prior announcements and an effective S-3ASR shelf registering up to $300,000,000 of common stock, this termination of specific equity programs highlights capital-discipline messaging, but investors may still watch for any future shelf usage or additional equity structures. Short interest is characterized as low, limiting squeeze dynamics as a counterbalance.

Key Figures

ATM program capacity: $300,000,000 Forward purchase capacity: $50,000,000 Operating runway: approximately two years

3 metrics

ATM program capacity $300,000,000 Maximum aggregate offering price under terminated at-the-market sales agreement

Forward purchase capacity $50,000,000 Maximum shares purchasable under terminated Committed Equity Forward Purchase Agreement

Operating runway approximately two years Management estimate of operating runway based on existing capital resources

Historical Context

5 past events · Latest: Jul 15 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jul 15	Capital structure update	Neutral	-7.7%	Updated share count and clarified non-use of ATM and forward programs.
Jun 30	Leadership change	Positive	-9.3%	Appointed Jeffrey Harris as Chief Technology Officer to support AI strategy.
Jun 29	Equity financing	Positive	-9.3%	Raised about $15.3M in non-debt capital for AI infrastructure buildout.
Jun 29	Index inclusion	Positive	-6.3%	Added to Russell 2000 and 3000 indexes, increasing institutional visibility.
Jun 25	Acquisition announcement	Positive	-10.0%	Binding LOI to acquire majority interest in Paradox Data’s AI data center campus.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Across the last five recorded news events, Z Squared’s shares moved lower after each announcement, including index inclusion and capital-raising updates.

Key Terms

at-the-market sales agreement, automatic shelf registration statement on form s-3, committed equity forward purchase agreement

3 terms

at-the-market sales agreement financial

"its at-the-market sales agreement, dated July 6, 2026, with Roth Capital Partners"

An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.

automatic shelf registration statement on form s-3 regulatory

"under the Company's automatic shelf registration statement on Form S-3"

An automatic shelf registration statement on Form S-3 is a pre-approved SEC filing that lets an eligible public company register a range of securities all at once and sell them over time without repeating the full disclosure each time. Think of it as a standing permission slip or credit line to issue stock or bonds quickly. For investors it matters because it signals regulatory approval to raise capital fast but also means the company can dilute existing holdings or change its financing mix with little delay.

committed equity forward purchase agreement financial

"its Committed Equity Forward Purchase Agreement, dated May 29, 2026, with Translucent Matter Inc."

A committed equity forward purchase agreement is a contract where an investor promises upfront to buy a predetermined number of a company’s shares at a future date and price, even though the shares are not issued immediately. For investors this matters because it provides the company with a reliable source of future capital and signals financial backing, while existing shareholders face potential dilution when the new shares are delivered — think of it like agreeing today to buy a fixed batch of stock at a set price months from now.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Company Ends Both Equity Programs With Approximately Two Years of Estimated Operating Runway; Future Financing Considerations to Be Tied to Project Milestones

FORT LAUDERDALE, Fla., July 17, 2026 /PRNewswire/ -- Z Squared Inc. (Nasdaq: ZSQR) (the "Company") today announced that it has delivered written notice terminating both its at-the-market sales agreement, dated July 6, 2026, with Roth Capital Partners, LLC, as sales agent, pursuant to which the Company was permitted to offer and sell shares of its common stock having an aggregate offering price of up to $300,000,000 under the Company's automatic shelf registration statement on Form S-3 (the "ATM Program"), and its Committed Equity Forward Purchase Agreement, dated May 29, 2026, with Translucent Matter Inc., pursuant to which the Company had the right, but not the obligation, to require the purchaser to purchase up to $50,000,000 of shares of the Company's common stock from time to time (the "Forward Purchase Agreement"), in each case as part of the Company's disciplined approach to capital management. The ATM Sales Agreement will terminate effective July 21, 2026, and the Forward Purchase Agreement will terminate effective August 17, 2026, in each case pursuant to the applicable agreement's notice provisions. The Company will not sell, draw down or issue any shares under either program during the applicable notice period. No termination fee or penalty is payable by the Company in connection with either termination.

Based on management's current operating plan and estimates, the Company believes its existing capital resources provide approximately two years of operating runway. In light of that position, the Company's board of directors and management determined that continued maintenance of the ATM Program and the Forward Purchase Agreement was unnecessary and represented a standing source of perceived dilution overhang in the market. Terminating both agreements eliminates any potential future issuance or sale of shares under those programs: no shares of common stock were sold under the ATM Program, no draws were made and no shares were issued under the Forward Purchase Agreement, and neither agreement obligated the Company to issue or sell any shares absent action by the Company. Going forward, the Company expects that any future financing would be undertaken in connection with the achievement of specific project milestones, rather than through standing equity issuance programs.

"We run this Company as disciplined capital operators, and this decision reflects that," said David Halabu, Chief Executive Officer of Z Squared Inc. "With what we estimate to be roughly two years of operating runway, we don't see a reason to carry the overhang that comes with having these programs in place. Terminating the ATM Program and the Forward Purchase Agreement removes that potential overhang and sends a clear signal about how we approach capital: we intend to consider additional sources of capital when tied to milestones, not simply because a facility happens to be sitting there."

The Company remains focused on disciplined capital management and will continue to evaluate its capital structure and financing alternatives as part of its ongoing business planning, with any future financing expected to be undertaken in connection with the achievement of specific project milestones. The Company will make any further disclosures regarding its capital structure through its filings with the Securities and Exchange Commission (the "SEC").

About Z Squared Inc.

Z Squared Inc. is a computing infrastructure company operating advanced computing equipment and expanding into AI infrastructure. The Company's strategy is built on three principles: lead with power by acquiring operating sites where power is already flowing; build for AI workloads by converting that capacity into AI-ready colocation where the customer brings the compute and runs what they need; and scale with discipline by deploying conversion capital site by site, against signed contracts and operational readiness. Z Squared listed on the Nasdaq Global Market in April 2026.

For more information, visit www.zsquaredinc.com.

Investor Relations Contact: ZSQR@mzgroup.us

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this press release are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "intends," "targets," "projects," "believes," "estimates," "potential," or "continue," or the negative of these terms or other comparable terminology. Forward-looking statements in this press release include, among others, statements regarding the anticipated effects of the termination of the ATM Program and the Forward Purchase Agreement, including with respect to potential dilution and perceived market overhang; management's estimate of the Company's operating runway and the sufficiency of the Company's existing capital resources; the Company's expectation that any future financing would be undertaken in connection with the achievement of specific project milestones; the Company's approach to capital management and its evaluation of its capital structure and financing alternatives; the Company's "acquire-and-convert" strategy and its expansion into AI infrastructure, data center development, and power generation; and the Company's plans, objectives, and expectations for future operations.

These forward-looking statements are based on the Company's current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company's history of net losses and accumulated deficit and the substantial doubt about its ability to continue as a going concern expressed in the report of its independent registered public accounting firm; the possibility that the Company's actual operating runway may differ materially from management's current estimate; the Company's need for, and ability to obtain, additional capital on acceptable terms or at all, including the risk that the termination of the ATM Program and the Forward Purchase Agreement may limit the Company's near-term financing alternatives; the risk that project milestones are delayed, are not achieved, or are achieved on terms different than anticipated; the volatility of the market price and trading volume of the Company's common stock, which may be unrelated to its operating performance; the potential for substantial sales of common stock into the public market by existing holders, including under effective resale registration statements and upon the satisfaction or expiration of contractual resale restrictions; risks relating to the Company's digital asset mining operations, including the price volatility of Dogecoin and Litecoin and the cost and availability of power; the Company's dependence on a single third-party hosting and infrastructure provider; the early stage and uncertain economics of the Company's planned expansion into AI infrastructure, data center development, and power generation; the risk that the Company may not identify, finance, or consummate suitable acquisitions; the material weaknesses in the Company's internal control over financial reporting and the status of remediation efforts; competition and technological change in artificial intelligence and high-performance computing infrastructure and in digital asset mining; regulatory, legislative, and enforcement developments affecting digital assets and the securities markets; and the other risks and uncertainties described under the heading "Risk Factors" in the Company's filings with the SEC, including its Current Reports on Form 8-K and its most recent Quarterly Report on Form 10-Q. Copies of these filings are available at www.sec.gov.

Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. You should not place undue reliance on these forward-looking statements.

View original content:https://www.prnewswire.com/news-releases/z-squared-inc-terminates-at-the-market-sales-agreement-and-committed-equity-forward-purchase-agreement-302828055.html

SOURCE Z Squared Inc.

FAQ

What did Z Squared (NASDAQ: ZSQR) announce about its ATM equity program on July 17, 2026?

Z Squared announced it is terminating its at-the-market sales agreement allowing up to $300 million in stock issuance. According to Z Squared, the ATM will end on July 21, 2026, with no shares sold under the program and no termination fee.

What is the status of Z Squared’s Committed Equity Forward Purchase Agreement (ZSQR)?

Z Squared is terminating its Committed Equity Forward Purchase Agreement for up to $50 million in common stock. According to Z Squared, the agreement ends on August 17, 2026, with no prior draws, no shares issued, and no termination penalty.

Why is Z Squared (ZSQR) ending its ATM and forward equity agreements?

Z Squared is ending both equity programs because it views them as unnecessary and a perceived dilution overhang. According to Z Squared, existing capital provides about two years of runway, so standing equity facilities are not needed in its current plan.

How much operating runway does Z Squared (NASDAQ: ZSQR) report after terminating its equity programs?

Z Squared reports it has approximately two years of operating runway based on current plans and estimates. According to Z Squared, this existing capital base supports operations without needing the ATM Program or Forward Purchase Agreement as standing financing sources.

Will Z Squared (ZSQR) issue any shares under the terminated ATM or forward purchase programs?

Z Squared will not issue or sell any shares under either program during the notice periods. According to Z Squared, no shares were ever sold or issued under the ATM or Forward Purchase Agreement, and terminations involve no obligation to issue stock.

How does Z Squared plan to approach future financing after ending the ATM and forward agreements?

Z Squared expects future financings to be tied to achieving specific project milestones rather than standing equity facilities. According to Z Squared, it will continue evaluating capital structure and alternatives and disclose any changes through filings with the SEC.