Z Squared names Halabu sole CEO after Burke exit

Z Squared Inc. reported that Co-Chief Executive Officer and director Michelle Burke resigned from the company, effective May 22, 2026.

Rhea-AI Filing Summary

Z Squared Inc. reported that Co-Chief Executive Officer and director Michelle Burke resigned from the company, effective May 22, 2026. The board accepted her resignation and has not yet named a successor to the vacant board seat. The company states her departure was not due to any disagreement over operations, policies, or practices. Burke will return to Minting Dome, Inc., and Z Squared’s existing Master Services Agreement with Minting Dome will continue under its current terms.

Following this change, David Halabu, age 50, moves from Co-Chief Executive Officer to become the company’s sole Chief Executive Officer, effective the same date. He continues to serve as CEO of Z Squared OpCo Inc., the wholly owned operating subsidiary, and there are no changes to his compensation in connection with this transition. The company notes there are no family relationships or special arrangements underlying his selection as Chief Executive Officer.

Insights

Corporate governance analyst

Co-CEO resignation with clear succession; governance impact appears limited.

Z Squared Inc. is consolidating leadership after Michelle Burke resigned as Co-CEO and director on May 22, 2026. The company emphasizes that her departure does not stem from disagreements about operations, policies, or practices, which helps reduce concern about internal conflict.

David Halabu, already Co-CEO and head of the operating subsidiary, becomes sole CEO with no change in compensation. This continuity, plus the ongoing Master Services Agreement with Minting Dome, Inc., suggests the underlying commercial relationship persists. Actual impact will depend on how effectively Halabu manages the combined strategic and operational responsibilities over time.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Burke resignation effective date: May 22, 2026 Halabu sole CEO effective date: May 22, 2026 Halabu age: 50 years +2 more

5 metrics

Burke resignation effective date May 22, 2026 Effective date of Co-CEO and director resignation

Halabu sole CEO effective date May 22, 2026 Date he became sole Chief Executive Officer

Halabu age 50 years Age of Chief Executive Officer as disclosed

Business combination closing date April 24, 2026 Date from which Halabu served as Co-CEO

OpCo CEO since June 2024 Start of Halabu’s role as CEO of Z Squared OpCo Inc.

Key Terms

Emerging growth company, Master Services Agreement, business combination, Entrepreneurs Organization, +1 more

5 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.

Master Services Agreement financial

"The Company’s existing Master Services Agreement with Minting Dome remains in effect in accordance with its terms."

A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.

business combination financial

"has served as a Co-Chief Executive Officer of the Company since the closing of the Company's business combination on April 24, 2026"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Entrepreneurs Organization other

"Additionally, he is a member of Entrepreneurs Organization and Chartered Alternative Investment Analysts (CAIA)."

Chartered Alternative Investment Analysts (CAIA) financial

"Additionally, he is a member of Entrepreneurs Organization and Chartered Alternative Investment Analysts (CAIA)."

FAQ

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

Why did Michelle Burke resign from Z Squared Inc. (ZSQR)?

Michelle Burke resigned as Co-Chief Executive Officer and director effective May 22, 2026. The company states her resignation was not due to any disagreement regarding operations, policies, or practices, and she is returning to Minting Dome, Inc., a key services partner.

Who is leading Z Squared Inc. (ZSQR) after Michelle Burke’s resignation?

After Michelle Burke’s resignation, David Halabu became the sole Chief Executive Officer effective May 22, 2026. He had served as Co-Chief Executive Officer since April 24, 2026, and continues to lead the company’s wholly owned operating subsidiary, Z Squared OpCo Inc.

Did Z Squared Inc. (ZSQR) change David Halabu’s compensation in this CEO transition?

Z Squared Inc. reports that there were no changes to David Halabu’s compensation arrangements in connection with his move from Co-Chief Executive Officer to sole Chief Executive Officer. His appointment is described as a continuation of existing leadership responsibilities without new pay terms.

What happens to Z Squared Inc.’s agreement with Minting Dome after Michelle Burke leaves?

The company states its existing Master Services Agreement with Minting Dome, Inc. remains in effect under current terms. Michelle Burke is returning to Minting Dome, so the commercial relationship between Z Squared Inc. and Minting Dome continues despite her resignation from Z Squared.

Has Z Squared Inc. (ZSQR) filled the board vacancy created by Michelle Burke’s resignation?

As of the date of this report, Z Squared Inc.’s board has not appointed a successor director to fill the vacancy created by Michelle Burke’s resignation. The filing does not describe any ongoing search process or proposed candidate for the open board seat.

Are there any family relationships or special arrangements behind David Halabu’s CEO role at Z Squared?

The company states there are no family relationships between David Halabu and any director or executive officer. It also notes there are no arrangements or understandings with any person under which he was selected as Chief Executive Officer, underscoring a standard appointment process.

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

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Accepted by SEC EDGAR 05/22/2026 - 05:00 PM Learn about SEC filing dates

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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): May 22, 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)	(I.R.S. Employer Identification No.)
550 South Andrews Ave., Suite #700 Fort Lauderdale, Florida		33301
(Address of principal executive offices)		(Zip Code)

954-400-9994

(Registrant’s telephone number, including area code)

________________________________________

(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:

¨ 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		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Co-Chief Executive Officer and Director.

On May 22, 2026, Michelle Burke notified the Board of Directors (the “Board”) of Z Squared Inc. (the “Company”) of her resignation as Co-Chief Executive Officer and director of the Company, effective May 22, 2026. The Board accepted Ms. Burke’s resignation on the same date.

Ms. Burke’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. As of the date of this Current Report on Form 8-K, the Board has not appointed a successor to fill the vacancy on the Board created by Ms. Burke's resignation.

Ms. Burke will be returning to Minting Dome, Inc. (“Minting Dome”). The Company’s existing Master Services Agreement with Minting Dome remains in effect in accordance with its terms.

Continuation of David Halabu as Chief Executive Officer.

Following Ms. Burke’s resignation described in Item 5.02(b) above, David Halabu, who had served as a Co-Chief Executive Officer of the Company alongside Ms. Burke since April 24, 2026, will continue to serve as the sole Chief Executive Officer of the Company, effective May 22, 2026.

David Halabu, age 50, has served as a Co-Chief Executive Officer of the Company since the closing of the Company's business combination on April 24, 2026, and effective May 22, 2026, serves as the sole Chief Executive Officer of the Company. Mr. Halabu has also served as Chief Executive Officer of Z Squared OpCo Inc., the Company's wholly-owned operating subsidiary (formerly known as Z Squared, Inc., a Wyoming corporation), since June 2024. Mr. Halabu started his career as a trader at Broadway Training in New York City then moved on to head the trading desk for Assent LLC in South Florida from 2001 to 2011. In 2013, he co-founded Group 10 Capital Management LLC to invest in non-performing real estate debt, and it has since evolved to have separate divisions for private lending, commercial value-add and residential rentals. He has been an avid real estate entrepreneur as well as an investor in many alternatives such as real estate, distressed debt and operating businesses. In the last five years, Mr. Halabu has owned and operated a Remediation and Construction company in South Florida, as well as been an active investor in a number residential and commercial real estate projects in Florida, Michigan, and the Carolinas. He began working with Broadstreet Inc., in late 2021 and had an active role on both capital markets and business strategy. Additionally, he is a member of Entrepreneurs Organization and Chartered Alternative Investment Analysts (CAIA). Mr. Halabu graduated as a Deans Honors Scholar from Tulane University (La.) with a BS in Economics and minor in Mathematics.

There are no family relationships between Mr. Halabu and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Halabu and any other person pursuant to which he was selected as Chief Executive Officer.

There were no changes to Mr. Halabu’s compensation arrangements with the Company in connection with the foregoing.

2

SIGNATURES

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.

	Z SQUARED INC.
Date: May 22, 2026	By: /s/ Brian Cogley
	Name: Brian Cogley       Title:   Chief Financial Officer

3

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• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB