Form 8-K

8-K — Z Squared Inc.

Accession: 0001185185-26-002828

Filed: 2026-07-07

Period: 2026-07-06

CIK: 0001759186

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — zsqr8k070726.htm (Primary)

EX-5.1 — EXHIBIT 5.1 (zsqrex5-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: zsqr8k070726.htm · Sequence: 1

false

0001759186

2026-07-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2026

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)

(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

Global Market

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 1.01. Entry into a Material Definitive

Agreement.

On July 6, 2026, Z Squared Inc., a Delaware corporation

(the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”),

pursuant to which the Company may offer and sell, from time to time, through or to the Agent, acting as the Company’s sales agent

or principal, shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), having an

aggregate offering price of up to $300,000,000.

The offer and sale of 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.

Upon delivery of a placement notice to the Agent,

and subject to the terms and conditions of the Sales Agreement, the Agent may sell the Placement Shares by any method permitted by law

and deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly

on or through The Nasdaq Global Market, the existing trading market for the Company’s common stock, sales made to or through a market

maker other than on an exchange, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such

prevailing market prices, and/or any other method permitted by law. The Company is not obligated to sell, and the Agent is not obligated

to buy or sell, any Placement Shares, but the Agent will use its commercially reasonable efforts, consistent with its normal trading and

sales practices, to sell Placement Shares on the terms and subject to the conditions set forth in the Sales Agreement when and to the

extent the Company directs it to do so.

The Company will pay the Agent a commission equal

to 3.0% of the gross sales price of the Placement Shares sold through the Agent under the Sales Agreement and has agreed to reimburse

the Agent for certain specified expenses. Under the terms of the Sales Agreement, the Company also may sell Placement Shares to the Agent,

as principal for its own account, at a price agreed upon at the time of sale; any such sale would be made pursuant to the terms of a separate

terms agreement between the Company and the Agent.

Under the terms of the Sales Agreement, the Company will not sell through

the Agent any Placement Shares that would exceed the number or dollar amount of shares of common stock registered and available for sale

under the Registration Statement, the number of authorized but unissued shares of common stock, or the number or dollar amount of shares

authorized from time to time to be sold under the Sales Agreement by the Company’s board of directors. The Sales Agreement contains

customary representations, warranties and covenants by the Company, customary conditions to the Agent’s obligations, customary indemnification

and contribution provisions, and customary termination provisions. The Company or the Agent may terminate the Sales Agreement upon five

days’ prior notice; the Sales Agreement will automatically terminate upon the sale of all Placement Shares subject thereto, and

the Agent may terminate the Sales Agreement under certain other specified circumstances, including the occurrence of a material adverse

effect.

The legality of the Placement Shares has been

passed upon by Zarif Law Group P.C., counsel to the Company, whose opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Sales Agreement, which is filed as Exhibit 10.1 to the Registration Statement and is incorporated by reference into this

Item 1.01.

The representations, warranties and covenants

contained in the Sales Agreement were made only for purposes of the Sales Agreement and as of specific dates, were solely for the benefit

of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales

Agreement is incorporated herein by reference only to provide investors with information regarding its terms and not to provide investors

with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the

Company’s periodic and current reports and other filings with the SEC.

This Current Report on Form 8-K shall not constitute

an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or

jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws

of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Sales Agreement, dated July 6, 2026, between Z Squared Inc. and Roth 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).

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.

Z SQUARED INC.

Date: July 7, 2026

By:

/s/ David Halabu

Name:

David Halabu

Title:

Chief Executive Officer

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: zsqrex5-1.htm · Sequence: 2

Exhibit 5.1

ZARIF LAW GROUP P.C.

808 Springwood Avenue, Suite 110

Asbury Park, NJ 07712

July 6, 2026

Z Squared Inc.

550 South Andrews Avenue, Suite 700

Fort Lauderdale, FL 33301

Re: Registration Statement on Form S-3

(File No. 333-297288)

Ladies and Gentlemen:

We have acted as counsel to Z Squared Inc., a

Delaware corporation (the “Company”), in connection with the Company’s automatic shelf registration statement on Form

S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2026

and effective automatically upon filing pursuant to Rule 462(e) under the Securities Act of 1933, as amended (the “Act”),

including the base prospectus contained therein (the “Base Prospectus”) and the sales agreement prospectus contained therein

(together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of up to a maximum aggregate

offering price of $300,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common

Stock”), to be issued and sold from time to time in an at-the-market offering pursuant to that certain Sales Agreement, dated as

of July 6, 2026 (the “Sales Agreement”), between the Company and Roth Capital Partners, LLC (the “Agent”). The

Shares are covered by the Registration Statement, and we understand that the Shares are to be offered and sold in the manner described

in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5)

of Regulation S-K promulgated by the SEC.

For purposes of this opinion, we have examined

such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set

forth below. In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness

of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal

capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant

hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and

perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate

or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations

of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of

public officials.

Based upon and subject to the foregoing, we are

of the opinion that the Shares have been duly authorized and, when issued and sold by the Company and paid for as described in the Prospectus

and in accordance with the Sales Agreement, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the

General Corporation Law of the State of Delaware and the laws of the State of New York, in each case as currently in effect, and no opinion

is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

We consent to the filing of this opinion as Exhibit

5.1 to the Company’s Current Report on Form 8-K filed with the SEC on or about the date hereof, which is incorporated by reference

into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus

and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby admit that we are within the category

of persons whose consent is required under Section 7 or Section 11 of the Act, or the rules and regulations of the SEC promulgated thereunder,

nor do we admit that we are experts with respect to any part of the Prospectus within the meaning of the term “expert” as

used in the Act or the related rules and regulations of the SEC promulgated thereunder.

Very truly yours,

Zarif Law Group P.C.

By:

/s/ Morris C. Zarif

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Jul. 06, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 06, 2026

Entity File Number

001-39669

Entity Registrant Name

Z SQUARED INC.

Entity Central Index Key

0001759186

Entity Tax Identification Number

98-1465952

Entity Incorporation, State or Country Code

Entity Address, Address Line One

550 South Andrews Ave.

Entity Address, Address Line Two

Suite #700

Entity Address, City or Town

Fort Lauderdale

Entity Address, State or Province

Entity Address, Postal Zip Code

33301

City Area Code

305

Local Phone Number

697-0792

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.0001 per share

Trading Symbol

ZSQR

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration