Z Squared Inc.

ZSQR filed an 8-K (Item 1.01) disclosing entry into a material definitive agreement. The filing describes: entered into a Membership Interest Purchase Agreement (the “MIPA”) with Paradox Infrastructure LLC, a Florida limited liability company (“Seller”), Paradox Data and, solely for purposes of the specifi. Key financial terms include $0.0001 . Material definitive agreements are significant corporate commitments and may be transformative depending on scope.

Z Squared Inc. delivered written notice on July 17, 2026 terminating two equity financing instruments: (i) the At Market Offering Agreement dated July 6, 2026 with Roth Capital Partners, LLC, which had permitted up to $300 million in at-the-market common stock offerings under an S-3 shelf, and (ii) the Committed Equity Forward Purchase Agreement dated May 29, 2026 with Translucent Matter Inc., granting Z Squared the right (not obligation) to require purchase of up to $50 million in shares. The combined $350 million in equity-raise capacity was terminated less than two months after the ATM was established. Terminating freshly-established equity facilities at this speed suggests a significant strategic pivot — including a potential acquisition, asset transaction, or capital structure change — making the accompanying Reg FD disclosure (Item 7.01) in this filing the key item to read.

Z Squared Inc. entered into a First Amendment to its binding LOI with MN Data Centers JV LLC and Claw Holdings, LLC for the proposed acquisition of Skycore Digital LLC (North Carolina digital infrastructure company), effective June 30, 2026. Key changes include extension of the drop-dead date from June 30, 2026 to January 15, 2027, elimination of the $500,000 break-up fee, and termination of exclusivity, making negotiations non-exclusive. This is a meaningful softening of acquisition terms — removal of exclusivity and the break-up fee signals the deal has become less certain, though the extended timeline keeps it alive.

Z Squared Inc. entered into an At-The-Market Sales Agreement with Roth Capital Partners, LLC on July 6, 2026, permitting the company to offer and sell up to $300,000,000 of common stock from time to time as an 'at the market offering' through Roth as sales agent, under Z Squared's automatically-effective S-3ASR shelf registration. The offering is made at prevailing market prices per Rule 415(a)(4). This is a significant ATM equity facility — up to $300M represents material potential dilution; ATM programs give companies ongoing, price-flexible market access without deal roadshows.

Jeffery Keeslar Harris, newly appointed Chief Technology Officer of Z Squared Inc., filed an initial Form 3 with no securities beneficially owned as of his June 24, 2026 appointment date. Routine initial officer ownership disclosure — no equity position at appointment.

Z Squared Inc. filed an automatic shelf registration statement to register common stock and other securities for potential future offering on a delayed or continuous basis, effective automatically upon filing under the company's WKSI status. This is the legal shelf underlying the same-day $300M ATM agreement — together these filings establish Z Squared's framework for substantial ongoing equity issuance as it executes its AI infrastructure pivot.

Z Squared Inc. appointed Jeffery Harris as Chief Technology Officer effective June 24, 2026; Harris previously served as CTO of Paradox Data LLC (digital infrastructure, immersion-cooled compute) since May 2025 and as CEO of Paradox Infrastructure from April 2022 to May 2025. This appointment is directly linked to Z Squared's LOI to acquire Paradox Data — Harris is the technology leader of the target company, aligning his technical vision with Z Squared's AI infrastructure pivot.

Z Squared Inc. announced completion of its SEPA (Standby Equity Purchase Agreement) program and confirmed its inclusion in both the Russell 3000 and Russell 2000 indexes effective after the close of trading on June 26, 2026, per FTSE Russell's 2026 annual reconstitution. The Russell index inclusion is material — it triggers passive index fund buying of ZSQR shares and significantly increases the company's visibility and secondary market liquidity.