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. 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.
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. registers for resale up to 41,584,562 shares of Common Stock by selling securityholders pursuant to registration rights. These Shares constitute approximately 80.85% of the Company's outstanding Common Stock as of June 8, 2026.
The shares being registered were issued and remain outstanding; the Company is not selling any shares and will receive no proceeds from resales. Substantially all registered Shares are subject to contractual lock-up and leak-out restrictions that limit timing, volume, and price and that expire on October 27, 2027, subject to earlier termination.