Welcome to our dedicated page for Z Squared SEC filings (Ticker: ZSQR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Z Squared's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Z Squared's regulatory disclosures and financial reporting.
Z Squared Inc. agreed to acquire 100% of Paradox Data, LLC under a Membership Interest Purchase Agreement. At closing, the seller will receive 5,000 shares of Series A Convertible Preferred Stock with a stated value of $1,000 per share ($5,000,000 total).
The seller and an affiliate may earn up to an additional $20,000,000 in Series A Preferred as development milestones are achieved at the Union County, Arkansas AI data center campus, targeting up to 150 MW of capacity. The preferred carries an 8.0% annual dividend and is convertible into common stock at $7.45 per share for closing shares, with milestone shares priced by a formula tied to Nasdaq’s “Minimum Price.” Conversion is capped at 19.99% of pre-letter-of-intent common shares unless stockholders approve more, after which any disallowed portion is settled in cash.
The preferred has a liquidation preference at stated value plus accrued dividends, votes with common stock on an as-converted basis, and may be mandatorily converted if the common stock trades at or above 250% of the conversion price for 20 consecutive days. Closing is expected within 30 days, subject to customary conditions. Chief Technology Officer Jeffery Harris holds an indirect interest of about $3.6 million if all milestones are met, and the deal was approved as a related-person transaction. Separately, Z Squared terminated a corporate services agreement with Moneta Advisory Partners with no termination fee, and the preferred and conversion shares will be issued as unregistered securities under Section 4(a)(2) and Rule 506(b).
Vanguard Capital Management filed an amended Schedule 13G reporting its ownership in Z Squared Inc common stock. Vanguard and certain affiliates beneficially own 1,759,065 shares, representing 3.41% of the class as of June 30, 2026.
Vanguard reports sole voting power over 88,570 shares and sole dispositive power over 1,759,065 shares, with no shared voting or dispositive power. The filing notes that this stake is held across various Vanguard entities and client accounts, and that no other single person has an interest in more than 5% of the class through these holdings.
Z Squared Inc. filed a post-effective amendment to its automatic shelf registration statement on Form S-3 to deregister all unsold securities previously registered. The original shelf, effective July 6, 2026, covered $300,000,000 of securities, including up to $300,000,000 of Common Stock under a sales agreement prospectus. The company terminated the related Sales Agreement on July 17, 2026, and states that no securities were offered or sold under that agreement before termination. This amendment formally ends all offerings under the shelf and terminates the effectiveness of the registration statement.
Z Squared Inc. terminated two previously established equity financing programs: an at-the-market sales agreement permitting offerings of up to $300,000,000 of common stock under an automatic shelf registration statement on Form S-3, and a Committed Equity Forward Purchase Agreement for up to $50,000,000 of common stock. The ATM Sales Agreement will terminate effective July 21, 2026, and the Forward Purchase Agreement will terminate effective August 17, 2026, with no termination fees or penalties.
The company will not sell, draw down or issue any shares under either program during the notice periods, and reports that no shares were ever sold or issued and no draws were made under these facilities. Based on management’s current operating plan and estimates, Z Squared Inc. believes existing capital resources provide approximately two years of operating runway. The board and management determined that maintaining the programs 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. The company states that any future financing is expected to be undertaken in connection with the achievement of specific project milestones and within its broader strategy of disciplined capital management and expansion into AI-focused computing infrastructure.
Z Squared Inc. amended its letter of intent to acquire Skycore Digital LLC from MN Data Centers JV LLC and Claw Holdings, LLC. The First Amendment extends the LOI “Drop Dead Date” from June 30, 2026 to January 15, 2027, with the possibility of further extension by mutual written agreement.
The amendment eliminates a previously agreed $500,000 break-up fee payable by Z Squared and terminates exclusivity, so discussions are now non-exclusive. The LOI, as amended, is expressly non-binding except for confidentiality, governing law, and dispute resolution provisions, and any party may end discussions at any time without liability, with no assurance the Skycore acquisition will be completed.
Z Squared Inc. entered into a Sales Agreement with Roth Capital Partners for an at-the-market equity program. The company may issue and sell up to $300,000,000 of common stock, from time to time, through or to Roth acting as sales agent or principal.
Sales will be made under Z Squared’s automatic shelf registration statement on Form S-3, including a base prospectus and a sales agreement prospectus. Roth will use commercially reasonable efforts to place shares when directed and will receive a 3.0% commission on gross sales, plus certain expense reimbursements. Either party can terminate the agreement on notice, and it also ends automatically once all authorized shares are sold.
Z Squared Inc. executive Harris Jeffery Keeslar, the company’s Chief Technology Officer, filed an initial insider ownership report. This Form 3 filing establishes him as a reporting person for Z Squared Inc. common equity. The excerpted data shows no reportable transactions or derivative positions in this filing.
Z Squared Inc. registers up to $300,000,000 of Common Stock for sale from time to time pursuant to an at-the-market sales agreement with Roth Capital Partners, LLC.
The prospectus forms part of an automatic shelf registration on Form S-3ASR and permits sales under the Sales Agreement or in other offerings under the base prospectus and supplements. Shares outstanding were 51,474,007 as of the date of the prospectus; another disclosure states 51,431,493 following the business combination. The filing also describes lock-up and leak-out restrictions on distributed shares received by certain selling securityholders, including a $16.00 10‑day VWAP threshold, an 18‑month one‑eighteenth monthly limit, a monthly limit tied to 5% of average daily trading volume, and termination of restrictions if the closing price exceeds $35.00 for two consecutive trading days.
Z Squared Inc. appointed Jeffery Harris as Chief Technology Officer, effective June 24, 2026. Harris brings experience leading immersion-cooled, high‑density digital infrastructure and blockchain‑related compute platforms from roles at Paradox Data, Paradox Infrastructure, and Xero Labs, along with a technical background supporting U.S. military aerospace electronics.
His Employment Agreement provides a $225,000 annual base salary and an annual bonus in restricted stock units with a grant‑date fair value equal to three times base salary, or $675,000 as of the effective date, to be granted under the 2025 Incentive Compensation Plan. Subject to Board approval, he is also expected to receive an option to purchase 100,000 shares at fair market value on the effective date, vesting in full if the share price rises 50% above that value.
The company previously signed a binding letter of intent to acquire a majority membership interest in Paradox Data LLC using newly designated Series D Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000, with no cash consideration or debt financing. Harris, as founder and Chief Technology Officer of Paradox Data, may be deemed to have a material interest in that proposed transaction, which remains subject to definitive agreements, approvals, and a July 31, 2026 drop‑dead date.
Z Squared Inc. completed an equity financing under its Standby Equity Purchase Agreement, issuing 1,302,806 common shares to YA II PN, Ltd. at $11.8351 per share for gross proceeds of $15,418,839.29. The company highlights this as approximately $15.3 million of non-debt capital, stating it maintains virtually no corporate debt.
Z Squared plans to use the net proceeds to fund its “acquire-and-convert” AI infrastructure strategy and for general corporate purposes, supporting site acquisitions and Phase 1 buildout toward 100 MW of AI-ready capacity. The company has binding letters of intent to acquire Skycore Digital with about 24 MW of energized capacity and a path to up to 42 MW, and a majority interest in Paradox Data LLC.
The company also confirmed its official inclusion in the Russell 3000 and Russell 2000 indexes following FTSE Russell’s 2026 reconstitution, which it believes will expand visibility among institutional investors and support its development as a publicly traded AI infrastructure platform.