UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE ACT~~(Date OFof ~~1934~~earliest event reported): July 6, 2026

~~Date~~Z ofSQUARED ~~Report (Date of Earliest Event Reported): June 24, 2026~~INC.

Z Squared Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39669		98-1465952
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

550 South Andrews Ave., Suite #700

Fort Lauderdale, Florida

33301

(Address of principal executive offices)

(Zip Code)

305-697-0792

(Registrant’s telephone number, including area code)

________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ZSQR		The Nasdaq ~~Stock~~Global Market ~~LLC~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~June~~July 246, 2026, Z Squared Inc., a Delaware corporation (the ~~Board~~“Company”), ofentered ~~Directors~~into a Sales Agreement (the “~~Board~~Sales Agreement”) ofwith ZRoth ~~Squared~~Capital ~~Inc.~~Partners, LLC (the “~~Company~~Agent”), pursuant ~~appointed~~to ~~Jeffery~~which ~~Harris~~the Company may offer and sell, from time to time, through or to the Agent, acting as ~~Chief~~the ~~Technology~~Company’s ~~Officer~~sales agent or principal, shares of the Company~~, effective~~’s ~~June~~common 24stock, ~~2026~~par value $0.0001 per share (the “~~Effective~~Placement ~~Date~~Shares”), having an aggregate offering price of up to $300,000,000.

~~Jeffery~~The ~~Harris~~offer —and ~~Chief~~sale ~~Technology~~of ~~Officer~~the Placement Shares will be made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-297288) (the “Registration Statement”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 7, 2026 and became effective automatically upon filing pursuant to General Instruction I.D. to Form S-3 and Rule 462(e) under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus contained therein and the sales agreement prospectus relating to the Placement Shares.

~~Mr.~~Upon ~~Jeffery~~delivery ~~Harris,~~of ~~age~~a ~~39,~~placement ~~was~~notice ~~appointed~~ to ~~serve as~~ the ~~Company's~~Agent, ~~Chief~~and ~~Technology~~subject ~~Officer,~~to ~~effective~~the ~~June~~terms ~~24,~~and ~~2026.~~conditions ~~Mr. Harris has served as Chief Technology Officer~~ of ~~Paradox~~the ~~Data~~Sales ~~LLC~~Agreement, athe ~~digital~~Agent ~~infrastructure company,~~may ~~since~~sell ~~May 2025, leading~~ the ~~design~~Placement ~~and~~Shares ~~deployment~~by ofany ~~high-density,~~method ~~immersion-cooled~~permitted ~~digital~~by ~~infrastructure for data-intensive~~law ~~workloads across the United States, including technical strategy~~ and ~~platform~~deemed ~~architecture.~~to ~~From~~be ~~April~~an ~~2022~~“at tothe ~~May~~market ~~2025,~~offering” ~~Mr. Harris served~~ as ~~Chief~~defined ~~Executive~~in ~~Officer~~Rule of415(a)(4) ~~Paradox~~under ~~Infrastructure,~~the anSecurities ~~infrastructure and technology development company~~Act, ~~where~~including hesales ~~directed~~made ~~company~~directly ~~strategy~~on ~~and~~or ~~operations,~~through ~~including~~The ~~firmware~~Nasdaq ~~integration~~Global ~~for compute platforms~~Market, ~~immersion~~the ~~cooling~~existing ~~systems,~~trading ~~and~~market ~~blockchain~~for ~~infrastructure development.~~the ~~From~~Company’s ~~April~~common ~~2020 to December 2021~~stock, ~~Mr.~~sales ~~Harris~~made ~~served~~to asor ~~Chief~~through ~~Executive Officer of Xero Labs,~~ a ~~firmware and fleet-management~~market ~~company~~maker ~~for~~other ~~cryptocurrency~~than ~~mining~~on ~~hardware,~~an ~~where he developed standardized firmware baselines~~exchange, ~~configuration~~in ~~policies,~~negotiated ~~and~~transactions ~~upgrade~~at ~~paths for~~market ~~multi-vendor~~prices ~~mining~~prevailing ~~hardware~~at ~~fleets.~~the ~~Earlier~~time inof ~~his~~sale ~~career,~~or ~~Mr.~~at ~~Harris's~~prices ~~technical~~related ~~foundation~~to ~~was established through his study of~~such ~~electronics~~prevailing ~~engineering~~market prices, and/or ~~cryptography~~any ~~engineering~~other atmethod ~~the~~permitted ~~United~~by ~~States~~law. ~~Military~~The ~~Aviation~~Company ~~Institute~~is ~~from~~not ~~2005~~obligated to ~~2009~~sell, and ~~his~~the ~~early technical~~Agent ~~work~~is ~~involved~~not ~~aerospace~~obligated to ~~electronics~~buy ~~supporting~~or ~~United~~sell, ~~States~~any ~~military~~Placement ~~applications~~Shares, ~~and~~but ~~served in~~ the ~~U.S.~~Agent ~~Navy’s Micro-Miniature~~will ~~Electronics~~use ~~program.~~its ~~Mr.~~commercially ~~Harris~~reasonable ~~does not currently serve~~efforts, ~~and~~consistent ~~has~~with ~~not~~its ~~during~~normal ~~the~~trading ~~past five~~and ~~years~~sales ~~served~~practices, asto asell ~~director~~Placement ofShares ~~any~~on ~~company~~the ~~with~~terms aand ~~class~~subject ofto ~~securities registered under~~ the ~~Securities~~conditions ~~Exchange~~set ~~Act~~forth ofin ~~1934,~~the asSales ~~amended, or~~Agreement ~~subject~~when and to the extent ~~requirements~~the ofCompany ~~Section~~directs ~~15(d)~~it ~~thereof,~~to ordo ~~of any registered investment company~~so.

~~There~~The ~~are~~Company nowill ~~family~~pay ~~relationships~~the ~~between~~Agent ~~Mr.~~a ~~Harris~~commission ~~and~~equal to ~~any~~3.0% ~~director or~~of ~~executive~~the ~~officer~~gross sales price of the ~~Company~~Placement ~~required~~Shares tosold bethrough ~~disclosed~~the Agent under ~~Item~~the ~~401(d)~~Sales ofAgreement ~~Regulation~~and ~~S-K~~has agreed to reimburse the Agent for certain specified expenses. ~~During~~Under the ~~past~~terms ~~ten~~of ~~years~~the Sales Agreement, ~~Mr.~~the ~~Harris~~Company also may sell Placement Shares to the Agent, ~~has~~as ~~not~~principal ~~been~~for ~~involved~~its inown ~~any~~account, ofat a price agreed upon at the ~~legal~~time ~~proceedings~~of ~~described~~sale; inany ~~Item~~such ~~401(f)~~sale would be made pursuant to the terms of ~~Regulation~~a ~~S-K~~separate terms agreement between the Company and the Agent.

AsUnder ~~previously~~the ~~reported,~~terms onof ~~June~~the ~~18,~~Sales ~~2026~~Agreement, the Company ~~entered~~will ~~into a~~not ~~binding~~sell ~~letter of intent (~~through the ~~“Paradox~~Agent ~~LOI”)~~any toPlacement ~~acquire~~Shares athat ~~majority~~would ~~membership~~exceed ~~interest~~the innumber ~~Paradox~~or ~~Data~~dollar ~~LLC~~amount ~~(“Paradox Data”) from the holders~~ of ~~the~~shares ~~membership interests~~ of ~~Paradox~~common ~~Data~~stock ~~(the~~registered ~~“Sellers”).~~and Asavailable ~~consideration~~ for ~~the acquired~~sale ~~interests,~~under at the ~~closing~~Registration ~~the~~Statement, ~~Company would issue to~~ the ~~Sellers,~~number ~~pro rata in accordance with their respective ownership~~ of ~~the~~authorized ~~membership interests~~but ~~sold,~~unissued shares of acommon ~~newly~~stock, ~~designated~~or ~~series of~~ the ~~Company's~~number ~~preferred~~or ~~stock~~dollar ~~designated~~amount ~~Series~~of Dshares authorized ~~Convertible~~from ~~Preferred~~time ~~Stock~~to ~~having an~~time ~~aggregate~~to ~~initial~~be ~~liquidation~~sold ~~preference~~under ofthe ~~$5,000,000,~~Sales ~~with~~Agreement noby ~~cash~~the ~~consideration~~Company’s ~~and~~board noof ~~debt financing~~directors. The ~~proposed~~Sales ~~transaction~~Agreement contains iscustomary ~~subject~~representations, towarranties ~~the negotiation~~ and ~~execution~~covenants ofby ~~definitive documentation,~~ the ~~completion of due diligence~~Company, ~~the~~customary ~~receipt~~conditions ofto ~~required consents and approvals (including any approval of~~ the ~~Company'~~Agent’s ~~stockholders required under applicable Nasdaq listing rules)~~obligations, ~~and~~customary ~~the satisfaction~~indemnification ofand ~~other~~contribution ~~customary closing conditions~~provisions, and iscustomary ~~subject~~termination toprovisions. aThe ~~drop-dead~~Company ~~date~~or ofthe ~~July~~Agent ~~31,~~may ~~2026.~~terminate ~~Mr. Harris is~~ the ~~founder~~Sales ~~and~~Agreement ~~Chief~~upon ~~Technology~~five ~~Officer~~days’ ofprior ~~Paradox~~notice; ~~Data,~~the ~~and~~Sales ~~accordingly~~Agreement ~~may~~will beautomatically ~~deemed~~terminate toupon ~~have a direct or indirect material interest in~~ the ~~proposed~~sale ~~transaction.~~of ~~The foregoing~~all ~~description~~Placement ~~does~~Shares ~~not~~subject ~~purport~~thereto, ~~to be complete~~ and the isAgent ~~qualified~~may interminate ~~its entirety by reference to~~ the ~~Company's~~Sales ~~Current~~Agreement ~~Report~~under ~~on Form~~certain ~~8-K~~other ~~filed~~specified ~~June 26~~circumstances, ~~2026,~~including ~~and~~ the ~~full~~occurrence ~~text~~ of ~~the~~a ~~binding~~material ~~letter of intent filed as an exhibit thereto~~adverse effect.

AsThe legality of the ~~date~~Placement ofShares ~~this~~has ~~report~~been passed upon by Zarif Law Group P.C., Mrcounsel to the Company, whose opinion is filed as Exhibit 5.1 ~~Harris~~to this Current Report on Form 8-K. The foregoing description of the Sales Agreement does not ~~beneficially~~purport ~~own~~to be complete and is qualified in its entirety by reference to the ~~any~~full ~~shares~~text of the ~~Company's~~Sales ~~common~~Agreement, ~~stock~~which is filed as Exhibit 10.1 to the Registration Statement and is incorporated by reference into this Item 1.01.

InThe ~~connection with his appointment as Chief Technology Officer~~representations, ~~the Company~~warranties ~~agreed to provide Mr. Harris with an annual base salary of $225,000~~ and ancovenants contained ~~annual bonus~~ in the ~~form~~Sales ofAgreement ~~restricted~~were ~~stock~~made ~~units having~~only afor ~~grant-date~~purposes ~~fair market value equal to three times Mr. Harris's then-current base salary (equating to $675,000 as~~ of the ~~Effective Date),~~Sales ~~with~~Agreement ~~the~~and ~~number~~as of ~~underlying~~specific ~~units to be determined based on the grant-date value of the Company's common stock and the awards to be granted under~~dates, ~~and~~were ~~subject~~solely tofor the ~~terms~~ benefit of, the ~~Company's~~parties ~~2025 Incentive Compensation Plan. No shares have been granted~~ to ~~Mr. Harris as of~~ the ~~date~~Sales ~~of this report~~Agreement, and ~~the~~may ~~number of shares underlying, and the vesting schedule for, Mr. Harris's annual bonus award remain to~~ be ~~determined and are~~ subject to ~~separate~~limitations ~~approval~~agreed upon by the ~~Board~~contracting ~~or the Compensation Committee~~parties. ~~Mr. Harris will also~~Accordingly, ~~subject~~the ~~to approval~~Sales byAgreement ~~the~~is ~~Board,~~incorporated beherein ~~granted~~by anreference ~~option~~only to ~~purchase~~provide ~~100,000~~investors ~~shares~~with ofinformation ~~the~~regarding ~~Company's~~its ~~common~~terms ~~stock~~and atnot ~~an exercise price equal~~ to ~~fair~~provide ~~market~~investors ~~value~~with onany ~~the~~other ~~Effective~~factual ~~Date,~~information ~~vesting~~regarding ~~in full upon a 50% increase in~~ the ~~fair market value of the~~ Company's ~~common~~or ~~stock above~~ its ~~Effective Date value. No such option has been granted as of the date of this report. The foregoing compensation arrangements are set forth in an Executive Employment Agreement~~business, ~~dated as of June 24, 2026, between the Company~~ and ~~Mr.~~should ~~Harris (the “Employment Agreement”), which provides for an initial term ending June 24, 2028. The foregoing description of the Employment Agreement is a summary only and does not purport to~~ be ~~complete~~read ~~and is qualified~~ in ~~its~~conjunction ~~entirety~~with ~~by reference to~~ the ~~full~~disclosures ~~text~~in of the ~~Employment Agreement, a copy of which~~ isCompany’s ~~filed~~periodic asand ~~Exhibit~~current ~~10.1~~reports ~~to this Current Report on Form 8-K~~ and isother ~~incorporated~~filings ~~herein~~with bythe ~~reference~~SEC.

~~There~~This ~~are~~Current noReport ~~arrangements~~on Form 8-K shall not constitute an offer to sell or ~~understandings~~the ~~between~~solicitation ~~Mr.~~of ~~Harris~~an ~~and~~ offer to buy any ~~other~~securities, ~~persons~~nor ~~pursuant~~shall tothere be any sale of these securities in any state or jurisdiction in which hesuch ~~was~~offer, ~~selected~~solicitation asor ansale ~~officer~~would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 7.01 Regulation FD Disclosure.

On June 30, 2026, the Company issued a press release announcing the leadership appointment described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information set forth under this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		~~Executive~~Sales ~~Employment~~ Agreement, dated asJuly ~~of June 24~~6, 2026, between Z Squared Inc. and ~~Jeffery~~Roth ~~Harris~~Capital Partners, LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-297288) filed with the SEC on July 7, 2026).
99.1		Press Release of Z Squared Inc., dated June 30, 2026.
5.1		Opinion of Zarif Law Group P.C.
23.1		Consent of Zarif Law Group P.C. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 30, 2026

	Z SQUARED INC.

Date: July 7, 2026	By:	/s/ David Halabu
	Name:	David Halabu
	Title:	Chief Executive Officer

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

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