Z Squared cuts shareholder meeting quorum to 1/3

Q: How did ZSQR change the stockholder quorum requirement?

The bylaws now require the presence of holders of one-third (1/3) in voting power of outstanding shares entitled to vote, in person (including virtually) or by proxy, to constitute a quorum, reduced from the previous requirement of a majority in voting power.

Z Squared Inc. lowered its stockholder meeting quorum requirement to one-third of voting power through an amended and restated set of bylaws.

Available on EDGAR 09/10/2026 - 05:27 PM EDT Accepted by SEC EDGAR 09/10/2026 - 05:27 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quorum requirement: One-third (1/3) in voting power of outstanding shares entitled to vote Prior quorum requirement: Majority in voting power of outstanding shares entitled to vote Bylaws effectiveness date: September 10, 2026

3 metrics

Quorum requirement One-third (1/3) in voting power of outstanding shares entitled to vote New quorum threshold for stockholder meetings under Article I — Section 5 of the bylaws

Prior quorum requirement Majority in voting power of outstanding shares entitled to vote Previous threshold for stockholder meetings before the Third Amended and Restated Bylaws

Bylaws effectiveness date September 10, 2026 Date the Board approved and adopted the Third Amended and Restated Bylaws

Key Terms

Third Amended and Restated Bylaws, quorum, voting power, Emerging growth company

4 terms

Third Amended and Restated Bylaws regulatory

"approved and adopted the Third Amended and Restated Bylaws of the Company"

quorum regulatory

"reduce the quorum required for the transaction of business at meetings"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

voting power financial

"one-third (1/3) in voting power of the outstanding shares of stock"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance change did ZSQR disclose in this 8-K?

Z Squared Inc. disclosed that its Board approved Third Amended and Restated Bylaws, effective September 10, 2026, primarily to change the stockholder meeting quorum requirement and confirm that a quorum, once established, is not broken by subsequent withdrawals.

How did ZSQR change the stockholder quorum requirement?

The bylaws now require the presence of holders of one-third (1/3) in voting power of outstanding shares entitled to vote, in person (including virtually) or by proxy, to constitute a quorum, reduced from the previous requirement of a majority in voting power.

When did the new ZSQR bylaws become effective?

The Third Amended and Restated Bylaws of Z Squared Inc. became effective on September 10, 2026, the date on which the Board of Directors approved and adopted them.

Were any other provisions of ZSQR’s bylaws changed?

No. Z Squared Inc. states that the Third Amended and Restated Bylaws only amend and restate Article I — Section 5 on quorum and that no other changes were made to the Company’s bylaws.

Where can investors see the full text of ZSQR’s new bylaws?

The full text of Z Squared Inc.’s Third Amended and Restated Bylaws is filed as Exhibit 3.1 to this Form 8-K and incorporated by reference into the report.

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

Understanding 8-K Material Events →

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

Add on Google

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2026

Z SQUARED INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39669		98-1465952
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 South Andrews Ave., Suite #700, Fort Lauderdale, Florida 33301

(Address of principal executive offices) (Zip Code)

305-697-0792

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ZSQR		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 10, 2026, the Board of Directors (the “Board”) of Z Squared Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Third Amended and Restated Bylaws”), effective as of such date.

The Third Amended and Restated Bylaws amend and restate Article I — Section 5 of the Company’s Second Amended and Restated Bylaws to (i) reduce the quorum required for the transaction of business at meetings of the Company’s stockholders from the presence, in person (including virtually) or by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting to the presence, in person (including virtually) or by proxy, of the holders of one-third (1/3) in voting power of the outstanding shares of stock entitled to vote at the meeting, and (ii) provide that a quorum, once established, shall not be broken by the subsequent withdrawal of any stockholders or their proxies. No other changes were made to the Company’s bylaws.

The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
3.1		Third Amended and Restated Bylaws of Z Squared Inc., adopted and effective as of September 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 10, 2026

	Z SQUARED INC.

	By:	/s/ David Halabu
	Name:	David Halabu
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents