{"url_path":"/sec/zsqr/8-k/2026-06-30/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-002750-index.html","accession_number":"0001185185-26-002750","cik":"0001759186","ticker":"ZSQR","issuer_name":"Z Squared Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-002750-index.html","primary_entity_key":"0001759186","primary_entity_name":"Z Squared Inc."},"word_count":941,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn June 24, 2026, the Board of Directors (the\n“Board”) of Z Squared Inc. (the “Company”) appointed Jeffery Harris as Chief Technology Officer of the Company,\neffective June 24, 2026 (the “Effective Date”).\n\n** **\n\n**Jeffery Harris — Chief Technology Officer**\n\n \n\nMr. Jeffery Harris, age 39, was appointed to serve as the Company's\nChief Technology Officer, effective June 24, 2026. Mr. Harris has served as Chief Technology Officer of Paradox Data LLC, a digital infrastructure\ncompany, since May 2025, leading the design and deployment of high-density, immersion-cooled digital infrastructure for data-intensive\nworkloads across the United States, including technical strategy and platform architecture. From April 2022 to May 2025, Mr. Harris served\nas Chief Executive Officer of Paradox Infrastructure, an infrastructure and technology development company, where he directed company\nstrategy and operations, including firmware integration for compute platforms, immersion cooling systems, and blockchain infrastructure\ndevelopment. From April 2020 to December 2021, Mr. Harris served as Chief Executive Officer of Xero Labs, a firmware and fleet-management\ncompany for cryptocurrency mining hardware, where he developed standardized firmware baselines, configuration policies, and upgrade paths\nfor multi-vendor mining hardware fleets. Earlier in his career, Mr. Harris's technical foundation was established through his study of\nelectronics engineering and cryptography engineering at the United States Military Aviation Institute from 2005 to 2009, and his early\ntechnical work involved aerospace electronics supporting United States military applications and served in the U.S. Navy’s Micro-Miniature Electronics program. Mr. Harris does not currently serve, and has not during the past five\nyears served, as a director of any company with a class of securities registered under the Securities Exchange Act of 1934, as amended,\nor subject to the requirements of Section 15(d) thereof, or of any registered investment company.\n\n \n\nThere are no family relationships between Mr. Harris and any director\nor executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K. During the past ten years, Mr. Harris\nhas not been involved in any of the legal proceedings described in Item 401(f) of Regulation S-K.\n\n \n\nAs previously reported, on June 18, 2026, the Company entered into\na binding letter of intent (the “Paradox LOI”) to acquire a majority membership interest in Paradox Data LLC (“Paradox\nData”) from the holders of the membership interests of Paradox Data (the “Sellers”). As consideration for the acquired\ninterests, at the closing the Company would issue to the Sellers, pro rata in accordance with their respective ownership of the membership\ninterests sold, shares of a newly designated series of the Company's preferred stock designated Series D Convertible Preferred Stock having\nan aggregate initial liquidation preference of $5,000,000, with no cash consideration and no debt financing. The proposed transaction\nis subject to the negotiation and execution of definitive documentation, the completion of due diligence, the receipt of required consents\nand approvals (including any approval of the Company's stockholders required under applicable Nasdaq listing rules), and the satisfaction\nof other customary closing conditions, and is subject to a drop-dead date of July 31, 2026. Mr. Harris is the founder and Chief Technology\nOfficer of Paradox Data, and accordingly may be deemed to have a direct or indirect material interest in the proposed transaction. The\nforegoing description does not purport to be complete and is qualified in its entirety by reference to the Company's Current Report on\nForm 8-K filed June 26, 2026, and the full text of the binding letter of intent filed as an exhibit thereto.\n\n \n\nAs of the date of this report, Mr. Harris does not beneficially own\nany shares of the Company's common stock.\n\n \n\nIn connection with his appointment as Chief Technology Officer, the\nCompany agreed to provide Mr. Harris with an annual base salary of $225,000 and an annual bonus in the form of restricted stock units\nhaving a grant-date fair market value equal to three times Mr. Harris's then-current base salary (equating to $675,000 as of the Effective\nDate), with the number of underlying units to be determined based on the grant-date value of the Company's common stock and the awards\nto be granted under, and subject to the terms of, the Company's 2025 Incentive Compensation Plan. No shares have been granted to Mr. Harris\nas of the date of this report, and the number of shares underlying, and the vesting schedule for, Mr. Harris's annual bonus award remain\nto be determined and are subject to separate approval by the Board or the Compensation Committee. Mr. Harris will also, subject to approval\nby the Board, be granted an option to purchase 100,000 shares of the Company's common stock at an exercise price equal to fair market\nvalue on the Effective Date, vesting in full upon a 50% increase in the fair market value of the Company's common stock above its Effective\nDate value. No such option has been granted as of the date of this report. The foregoing compensation arrangements are set forth in an\nExecutive Employment Agreement, dated as of June 24, 2026, between the Company and Mr. Harris (the “Employment Agreement”),\nwhich provides for an initial term ending June 24, 2028. The foregoing description of the Employment Agreement is a summary only and does\nnot purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which\nis filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThere are no arrangements or understandings between Mr. Harris and\nany other persons pursuant to which he was selected as an officer."}