Z Squared (ZSQR) cancels $300M automatic shelf registration

Rhea-AI Filing Summary

Z Squared Inc. filed a post-effective amendment to its automatic shelf registration statement on Form S-3 to deregister all unsold securities previously registered. The original shelf, effective July 6, 2026, covered $300,000,000 of securities, including up to $300,000,000 of Common Stock under a sales agreement prospectus. The company terminated the related Sales Agreement on July 17, 2026, and states that no securities were offered or sold under that agreement before termination. This amendment formally ends all offerings under the shelf and terminates the effectiveness of the registration statement.

Key Figures

Shelf capacity: $300,000,000 of securities Sales Agreement common stock: $300,000,000 of Common Stock Shelf filing date: July 6, 2026 +2 more

5 metrics

Shelf capacity $300,000,000 of securities Amount that could be offered, issued and sold under the base prospectus on Form S-3

Sales Agreement common stock $300,000,000 of Common Stock Could be offered, issued and sold under the sales agreement prospectus within the shelf

Shelf filing date July 6, 2026 Date the automatic shelf registration statement on Form S-3 was filed and became effective

Sales Agreement termination date July 17, 2026 Date Z Squared terminated the Sales Agreement and related offerings

Post-effective amendment date July 27, 2026 Date the company signed the post-effective amendment deregistering unsold securities

Key Terms

automatic shelf registration statement, post-effective amendment, deregistration of unsold securities, Rule 462(e), +1 more

5 terms

automatic shelf registration statement regulatory

"filed ... as an automatic shelf registration statement and became effective upon filing"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

post-effective amendment regulatory

"is filing this Post-Effective Amendment No. 1 ... to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

deregistration of unsold securities regulatory

"to remove from registration ... any securities ... registered for issuance but remain unsold"

Rule 462(e) regulatory

"became effective upon filing pursuant to Rule 462(e) under the Securities Act"

Rule 462(e) is an SEC provision that lets a company register additional securities quickly by referencing an earlier, already-effective registration statement instead of repeating all the paperwork. For investors, it matters because it allows issuers to expand an offering or add shares on short notice—like adding more seats to a sold-out flight—so it can change supply and potentially affect share price and dilution without a separate, time-consuming filing process.

Sales Agreement financial

"terminated the Sales Agreement in accordance with its terms"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Offering Details

shelf

Offering

Offering Type shelf

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Available on EDGAR 07/27/2026 - 05:32 PM Accepted by SEC EDGAR 07/27/2026 - 05:12 PM Learn about SEC filing dates

FAQ

What action did ZSQR take with this post-effective amendment?

Z Squared Inc. filed a post-effective amendment to deregister all unsold securities under its automatic shelf registration on Form S-3. This step also terminates the effectiveness of that registration statement and ends any related offerings.

How large was ZSQR’s original shelf registration on Form S-3?

The automatic shelf registration covered up to $300,000,000 of securities. Within this, a sales agreement prospectus allowed up to $300,000,000 of Common Stock to be offered, issued and sold under the base prospectus framework.

Did ZSQR sell any securities under the terminated Sales Agreement?

No. Z Squared Inc. states that no securities were offered or sold under the Sales Agreement before it was terminated on July 17, 2026. All securities registered but unsold are now removed from registration by this amendment.

What happens to ZSQR’s S-3 registration after this filing?

The company terminates the effectiveness of its Form S-3 registration statement. It also removes from registration any and all shares of Common Stock and other securities that had been registered but remained unsold as of the amendment date.

Why is ZSQR allowed to deregister unsold securities on Form S-3?

Z Squared relies on its prior undertakings in Part II of the registration statement, which commit it to remove from registration any securities that remain unsold at termination of the offering. This post-effective amendment implements that deregistration obligation.

As filed with the Securities and Exchange Commission on July 27, 2026

Registration No. 333-297288

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Z SQUARED INC.

(Exact name of registrant as specified in its charter)

Delaware		98-1465952
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

550 South Andrews Avenue, Suite 700

Fort Lauderdale, Florida 33301

(305) 697-0792

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Halabu

Chief Executive Officer

Z Squared Inc.

550 South Andrews Avenue, Suite 700

Fort Lauderdale, Florida 33301

(305) 697-0792

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Morris C. Zarif, Esq.

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Park, NJ 07711

(732) 755-0146

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF UNSOLD SECURITIES

Z Squared Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registrant’s Registration Statement on Form S-3 (File No. 333-297288) (the “Registration Statement”), which was filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on July 6, 2026 as an automatic shelf registration statement and became effective upon filing pursuant to Rule 462(e) under the Securities Act of 1933, as amended (the “Securities Act”), pertaining to the registration of:

● the offering, issuance and sale by the Registrant of up to $300,000,000 in the aggregate of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), preferred stock, debt securities, units, rights and/or warrants from time to time in one or more offerings pursuant to a base prospectus; and

● the offering, issuance and sale by the Registrant of up to a maximum aggregate offering price of $300,000,000 of shares of Common Stock that could be issued and sold from time to time pursuant to the Sales Agreement, dated July 6, 2026 (the “Sales Agreement”), between the Registrant and Roth Capital Partners, LLC, pursuant to a sales agreement prospectus included in the Registration Statement.

The $300,000,000 of Common Stock that could be offered, issued and sold under the sales agreement prospectus was included in the $300,000,000 of securities that could be offered, issued and sold by the Registrant under the base prospectus.

On July 17, 2026, the Registrant terminated the Sales Agreement in accordance with its terms, and the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. No securities were offered or sold under the Sales Agreement prior to termination.

In accordance with the undertakings made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all shares of Common Stock and any other securities of the Registrant registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on this 27^th day of July, 2026.

	Z SQUARED INC.
	By:	/s/ David Halabu
	Name:	David Halabu
	Title:	Chief Executive Officer

Note: No other person is required to sign this Post-Effective Amendment to the above-referenced Registration Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.

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