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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.
Z Squared Inc. files a post-effective amendment to register up to 3,819,349 shares of Common Stock for resale by a selling stockholder, principally YA II PN, Ltd. ("Yorkville"). The prospectus states the Company will not receive proceeds from resales but may receive up to $20,000,000 from sales to Yorkville under a Standby Equity Purchase Agreement (SEPA).
The filing describes the April 24, 2026 Business Combination that left 51,431,493 shares outstanding as of June 15, 2026, a 9,800-unit ASIC mining fleet contributed with an ascribed value of $660,300,000, lock-up and leak-out resale limits, a 4.99% beneficial ownership cap for Yorkville, and material going-concern disclosures. The Company lists risks including potential dilution from committed equity facilities, dependency on a master hosting services agreement, cryptocurrency price sensitivity (DOGE trading at ~$0.085 as of June 11, 2026 versus estimated breakeven ~$0.13), and regulatory uncertainties.
Schadel Christopher Ryan reported acquisition or exercise transactions in this Form 4 filing.
Z Squared Inc. reported that Chief Marketing Officer Christopher Ryan Schadel received a grant of 2,806 restricted stock units (RSUs) as a supplemental award tied to his annual bonus under his Executive Employment Agreement.
The award, granted under the 2025 Incentive Compensation Plan, was valued at $30,000, calculated using the $10.69 Nasdaq Global Market closing price on June 3, 2026, rounded down to the nearest whole share. Each RSU represents one share of common stock and vests in equal quarterly installments over one year starting June 3, 2026, subject to continued employment. Following this grant, Schadel directly holds 12,674 derivative-linked shares.
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.