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.
Z Squared Inc. (ZSQR) SEC filings document the company’s public reporting as a Nasdaq-listed computing infrastructure company expanding into AI infrastructure. The most relevant filings include quarterly reports, current reports, and registration statements that explain its business combination history, acquisition agreements, capital structure, governance matters, and operating and financial results.
For Z Squared, 10-Q quarterly reports are important because they describe the completed merger, the spin-out of substantially all legacy biopharmaceutical operations, and the continued subsidiary status of GEAR Therapeutics, Inc. They also include financial statement notes, business combination accounting, equity compensation disclosures, and other operating details that help explain the company’s structure.
8-K current reports are especially relevant for ZSQR because the company has used them to disclose material agreements, acquisition-related developments, financing arrangements, agreement terminations, governance items, and executive compensation matters. Registration statements on S-1 and S-3 provide additional detail on securities being registered, resale restrictions, offering mechanics, and capital-structure disclosures.
Investors reviewing Z Squared filings should focus on disclosures tied to energized campus development, Paradox Data, Skycore Digital transaction materials, financing capacity, share issuance terms, and risk factors. Form 4 filings, when filed, are the standard source for insider transaction reporting. Annual reports and quarterly reports provide broader explanations of the company’s business, risks, liquidity, and financial statements.
Z Squared Inc. (ZSQR) completed its previously announced acquisition of Paradox Data, LLC, giving it full ownership of the Union County Campus, an energized data center development site in El Dorado, Arkansas. Seller assigned 100% of the membership interests to Z Squared, and the target continues as a going concern with Z Squared as sole member.
As closing consideration, Z Squared issued 5,000 shares of newly designated Series A Convertible Preferred Stock with an aggregate stated value of $5,000,000, with potential additional milestone payments in Series A Preferred of up to $20,000,000, for aggregate potential consideration of $25,000,000. The preferred carries an 8.0% cumulative dividend, a liquidation preference senior to common stock, and is convertible at $7.45 per common share, subject to an exchange cap and Nasdaq Listing Rule 5635 cash-settlement mechanics.
The campus currently has an interruptible electric service arrangement for up to 8.0 MW, and Z Squared’s development plan targets approximately 150+ MW of AI-ready capacity over time, dependent on additional power arrangements, customer commitments, financing, permitting and construction. The deal includes a triple net lease under which the seller continues to operate its bitcoin mining facility at the site, with Z Squared’s monetary exposure capped at $500,000. The transaction is a related person transaction due to the CTO’s indirect minority interest in the seller and was approved under the company’s related person transaction policy.
Z Squared Inc. (ZSQR) reports that its Board of Directors approved and adopted the Company’s Third Amended and Restated Bylaws, effective September 10, 2026. The amendment changes the stockholder meeting quorum requirement and clarifies that a validly established quorum is not broken by later withdrawals.
The bylaws now provide that a quorum exists when holders of one-third (1/3) in voting power of the outstanding shares entitled to vote are present in person (including virtually) or by proxy, reduced from the prior majority-voting-power standard. The company states that no other changes were made to its bylaws.
Z Squared Inc. (ZSQR) amended the previously disclosed Executive Employment Agreement with its Chief Technology Officer, Jeffery Harris. The amendment, dated August 24, 2026, fixes the number of restricted stock units for Mr. Harris’s first-year annual bonus at 49,778, rather than leaving the award solely defined by a grant-date fair market value equal to three times his base salary. The amendment text is included as an exhibit and incorporated by reference.
Z Squared Inc. (symbol: ZSQR) is the issuer of record for a Form 4 filing submitted to the SEC.
Z Squared Inc. (ZSQR) reported multiple equity transactions by Chief Marketing Officer Christopher Ryan Schadel. On August 18, 2026, he purchased 1,000 shares of common stock at $3.92 per share, held directly. Earlier, under his Executive Employment Agreement and the 2025 Incentive Compensation Plan, he was granted a stock option for 100,000 shares at an exercise price of $15.20, vesting in full once the common stock’s fair market value increases by 50% above the grant-date value and remaining exercisable for 10 years, subject to plan terms. He also received 9,868 RSUs with a grant-date fair market value of $150,000 and a supplemental grant of 2,806 RSUs derived from a $30,000 bonus at a price of $10.69 per share; both RSU awards vest in equal quarterly installments over one year, each unit representing one share of common stock upon vesting.
Z Squared Inc., newly focused on crypto asset mining and computing infrastructure after its reverse acquisition of Old Z Squared and spin-out of most legacy biopharma assets, reported its first post-merger quarter for the period ended June 30, 2026. The business now generates Dogecoin and Litecoin through merged mining and is developing AI and high-density compute/data center capabilities.
For the quarter, the company generated $1.58 million in revenue from DOGE and LTC mining, but incurred $3.35 million in cost of revenue, leading to a gross loss of $1.77 million. Operating expenses were substantial at $12.03 million, driven mainly by $7.03 million of stock-based compensation and $4.20 million of professional services, resulting in a net loss attributable to common stockholders of $13.72 million (basic and diluted loss per share of $0.28).
Total assets were $134.51 million, including $106.93 million of goodwill from the business combination, $11.28 million of mining equipment and $0.45 million of co-development rights. Cash and cash equivalents increased to $15.49 million, supported by $15.42 million of equity proceeds under a standby equity purchase agreement and a $275,000 convertible note that fully converted into equity. Management concluded existing cash is sufficient for at least 12 months of currently planned operations, while any larger AI and data center expansion will require additional external capital.
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.