Z Squared Inc. 8-K

What Happened

• Z Squared Inc. announced on June 18, 2026 that it entered a binding Letter of Intent (LOI) to acquire a majority membership interest in Paradox Data LLC, a digital infrastructure company focused on high‑density, immersion‑cooled compute. The LOI was disclosed in an 8‑K filed June 26, 2026 and publicized via a press release on June 25, 2026.
• Consideration at closing would be entirely in a newly designated Series D Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000. There is no cash payment and no debt financing contemplated under the LOI. Terms of the Series D Preferred will be set forth in a Certificate of Designation to be filed at or prior to closing.

Key Details

• LOI date: June 18, 2026; press release issued June 25, 2026; 8‑K filed June 26, 2026.
• Consideration: 100% in Series D Convertible Preferred Stock, aggregate initial liquidation preference $5,000,000.
• No cash or debt financing; Series D not registered and proposed to be issued under Securities Act exemption (Section 4(a)(2) and Rule 506(b)).
• Closing conditions: negotiation/execution of definitive agreements, Company due diligence, vesting in Paradox of specified technology, land and operational power capacity, required consents/approvals (including any Nasdaq stockholder approvals if required); drop‑dead date of July 31, 2026.

Why It Matters

• The LOI signals a proposed strategic acquisition into high‑density, immersion‑cooled compute infrastructure, which could expand Z Squared’s capabilities in data‑intensive workloads if consummated.
• The transaction would alter Z Squared’s capital structure through issuance of preferred stock (Series D) with a $5M liquidation preference; terms could affect rights relative to existing shareholders once finalized.
• The deal is not final: it is subject to multiple conditions (due diligence, definitive documents, asset vesting, consents and possible Nasdaq approvals) and may not close by the July 31, 2026 drop‑dead date. The Company filed the LOI (Exhibit 10.1) and furnished its press release (Exhibit 99.1) with the 8‑K.