Current Report · Items 7.01, 8.01, 9.01 · 8-K

Z Squared Inc.

Regulation FD Disclosure · Other Events

Filed Jun 29, 2026Accepted Jun 29, 2026, 5:19 PM EDTCIK 1759186Accession 0001185185-26-002708

Company context

Z Squared Inc. is a computing infrastructure company operating advanced computing equipment and expanding into AI infrastructure. The Company’s strategy is built on three principles: lead with power by acquiring operating sites where power is already flowing; build for AI workloads by converting that capacity into AI-ready colocation where the customer brings the compute and runs what they need; and scale with discipline by deploying conversion capital site by site, against signed contracts and operational readiness. Z Squared’s common stock began trading on the Nasdaq Global Market under the symbol “ZSQR” in April 2026.

Current securities

ZSQRNASDAQ · EQUITY · Current

Historical securities (6)

BHSENASDAQ · EQUITY · Historical · closed Oct 31, 2022 BHSEUNASDAQ · UNIT · Historical · closed Oct 28, 2022 BHSEWNASDAQ · WARRANT · Historical · closed Oct 28, 2022 COEPNASDAQ · EQUITY · Historical · closed Apr 24, 2026 COEPWNASDAQ · WARRANT · Historical · closed Apr 24, 2026 ZSQRNASDAQ · EQUITY · Historical · closed Jul 6, 2026

Recent company filings

Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 29, 2026, the Company issued a press release announcing the completion of its use of the SEPA (as defined below). Also on June 29, 2026, the Company issued a press release confirming its inclusion in the Russell 3000® Index and the Russell 2000® Index in connection with FTSE Russell’s 2026 annual reconstitution, effective after the close of trading on June 26, 2026. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The information set forth under this Item 7.01, including Exhibits 99.1 and 99.2, is 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 under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. As previously disclosed on November 1, 2024, the Company (then known as Coeptis Therapeutics Holdings, Inc.) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd., a Cayman Islands exempt limited company, pursuant to which the Company had the right, from time to time at its election, to sell to YA II PN, Ltd. up to $20,000,000 of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), subject to the terms, conditions, and limitations set forth in the SEPA. On June 26, 2026, the Company completed an advance under the SEPA pursuant to which the Company issued 1,302,806 shares of common stock to YA II PN, Ltd. at a purchase price of $11.8351 per share, for aggregate gross proceeds of $15,418,839.29. The offer and sale of the shares to YA II PN, Ltd. were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. The resale of the shares by YA II PN, Ltd. was registered under the Company’s Registration Statement on Form S-1 (File No. 333-284230). The foregoing description of the SEPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SEPA, which is incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

Filed exhibits (2)

EX-99.1 (by filename) zsquaredex99-1.htm

EX-99.1 2 zsquaredex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Z Squared Raises Approximately $15.3 Million in Non-Debt Capital to Advance AI Infrastructure Strategy All-equity financing adds growth capital while the Company maintains virtually no corporate debt FORT LAUDERDALE, Fla. - June 29, 2026 - Z Squared Inc. (NASDAQ: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure, today announced that it has raised approximately $15.3 million in capital through equity sales under its standby equity purchase agreement. The Company incurred no new debt in connection with the financing and continues to maintain virtually no corporate debt. The Company intends to use the net proceeds to support its acquisition and conversion strategy and for general corporate purposes. The all equity structure preserves the Company’s balance sheet and conserves cash for operational deployment as it executes its previously announced acquisition targets and broader Phase 1 buildout. The arrangement used for this financing predates the Company’s current strategy. With this financing, the Company has completed its use of the legacy equity financing arrangement, strengtheni…

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EX-99.2 (by filename) zsquaredex99-2.htm

EX-99.2 3 zsquaredex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Russell Indexes Add Z Squared, Inc. to Russell 2000® and Russell 3000® FT. LAUDERDALE - June 29, 2026 - Z Squared, Inc. (Nasdaq: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure, today confirmed its official inclusion in the Russell 3000® Index and the Russell 2000® Index, effective after the market closed on Friday, June 26, 2026, as part of the 2026 Russell indexes annual reconstitution by FTSE Russell. The newly reconstituted Russell indexes commenced trading at the market open today, Monday, June 29, 2026. Z Squared was first announced as a preliminary addition to both indexes on May 22, 2026, and has now been formally confirmed as a member following the completion of FTSE Russell’s final reconstitution process. “We are pleased to confirm our official inclusion in the Russell 3000 and Russell 2000 indexes,” said David Halabu, Chief Executive Officer of Z Squared, Inc. “This milestone marks an important step in the evolution of Z Squared as a publicly traded company. We believe formal membership in these widely tracked indexes will expand our visibility among institutional inve…

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