Z Squared Inc. 8-K Filings

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. 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).

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. 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.

Z Squared Inc. entered a binding letter of intent to acquire a majority membership interest in Paradox Data LLC using newly designated Series D Convertible Preferred Stock with a $5,000,000 aggregate initial liquidation preference, with no cash consideration and no debt financing.

Paradox operates the Union County Campus in El Dorado, Arkansas, a next‑generation data center site with about 8 MW of energized power and plans to support up to 150 MW of firm power through on‑grid and natural‑gas‑fueled behind‑the‑meter generation. Closing depends on definitive agreements, due diligence, asset vesting, consents, and any required Nasdaq stockholder approval, with a drop‑dead date of July 31, 2026, and may not occur.

Z Squared Inc. entered a Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital that lets the company, at its option, sell up to $50,000,000 of common stock over an 18‑month commitment period, with an optional 12‑month extension. Each draw is a separate forward purchase priced at 95% of the five‑day volume‑weighted average price, subject to a per‑draw size of $50,000 to $5,000,000, a $5.00 initial floor price, and a nine‑month lock‑up.

The purchaser is barred from short sales and other hedging in the stock, and total issuance, including commitment fee shares and warrant shares, is capped at 19.99% of shares outstanding before the agreement unless shareholders approve more. Z Squared will pay a $500,000 commitment fee in stock over the first five draws. The company highlights this structure as flexible equity capital to support acquisitions and site‑level AI infrastructure conversion toward a Phase 1 goal of 100 megawatts of AI‑ready capacity.

Z Squared Inc. filed an amended current report to add audited financial statements for Z Squared OpCo Inc. and updated pro forma financials for its April 24, 2026 reverse-merger and spin-out transactions. The OpCo audit shows no revenue, a 2025 net loss of $323 and a going-concern warning.

The amendment also includes the former Coeptis business’s unaudited March 31, 2026 condensed consolidated results, with sales of $113,771, a net loss of $4,020,896 and cash of $5,211,188, alongside an accumulated deficit of $113,870,346 and stockholders’ equity of $17,578,844.

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.

Z Squared Inc. outlined a Phase 1 strategy to build 100 megawatts (MW) of AI-ready infrastructure capacity for inference workloads across multiple U.S. sites over the next 18 months. The company plans to pursue this goal through an “acquire-and-convert” model, buying energized, grid-connected sites and converting them to AI-ready capacity on faster timelines than typical greenfield developments.

As an initial step, Z Squared has a binding letter of intent to acquire Skycore Digital, which operates about 24 MW of energized capacity in North Carolina and has an additional 18 MW available under existing Duke Energy Letters of Authorization, for a potential 42 MW total. Management emphasizes a virtually debt-free balance sheet following its April 2026 Nasdaq listing and a disciplined, staged conversion approach tied to customer contracts and operational readiness.