Z Squared Inc.

Z Squared Inc. (ZSQR) completed the acquisition of Paradox Data, LLC (a data center/bitcoin mining site in El Dorado, Arkansas) on September 8, 2026, acquiring 100% of its membership interests from Paradox Infrastructure LLC for 5,000 shares of newly designated Series A Convertible Preferred Stock with an aggregate stated value of $5 million. Paradox Infrastructure retains the premises under a triple-net lease pending transition of electric service and operational control to Z Squared. This is a small-dollar ($5M preferred) data center entry acquisition; the convertible preferred represents a future dilution risk.

Z Squared Inc. (ZSQR) adopted its Third Amended and Restated Bylaws on September 9, 2026, as approved by the Board of Directors, updating the company's governance framework in connection with recent corporate activity. No substantive bylaw changes are described in the excerpt beyond the adoption. This is a routine administrative governance update with no financial impact.

Z Squared Inc. and CTO Jeffery Harris entered into Amendment No. 1 to his Executive Employment Agreement on August 24, 2026, fixing the first-year annual bonus RSU award at 49,778 units (grant-date FMV equal to three times Harris's base salary, per the original agreement). Minor administrative amendment to quantify the first-year equity grant; no change to overall compensation structure.

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.