{"url_path":"/sec/zsqr/8-k/2026-07-22/item-1-02","section_key":"item-1-02","section_title":"Item 1.02 Termination of a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-003094-index.html","accession_number":"0001185185-26-003094","cik":"0001759186","ticker":"ZSQR","issuer_name":"Z Squared Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1759186/0001185185-26-003094-index.html","primary_entity_key":"0001759186","primary_entity_name":"Z Squared Inc."},"word_count":265,"has_tables":true,"body_markdown":"**Item 1.02 Termination of a Material Definitive\nAgreement.**\n\n \n\nOn July 17, 2026, Z Squared Inc. (the “**Company**”)\ndelivered written notice terminating (i) the At Market Offering Agreement, dated July 6, 2026 (the “**ATM Sales Agreement**”),\nwith Roth Capital Partners, LLC, as sales agent, pursuant to which the Company was permitted to offer and sell shares of its common stock,\npar value $0.0001 per share, having an aggregate offering price of up to $300,000,000 from time to time under the Company's automatic\nshelf registration statement on Form S-3 (the “**ATM Program**”), and (ii) the Committed Equity Forward Purchase Agreement,\ndated May 29, 2026 (the “**Forward Purchase Agreement**”), with Translucent Matter Inc., pursuant to which the Company\nhad the right, but not the obligation, to require the purchaser to purchase up to $50,000,000 of shares of the Company's common stock\nfrom time to time.\n\n \n\nThe termination of the ATM Sales Agreement will\nbe effective July 21, 2026, and the termination of the Forward Purchase Agreement will be effective August 17, 2026, in each case in accordance\nwith the notice provisions of the applicable agreement. The Company will not sell, draw down or issue any shares of common stock under\neither program during the applicable notice period. No termination fee or penalty is payable by the Company in connection with either\ntermination. No shares of common stock were sold under the ATM Program, no draws were made and no shares were issued under the Forward\nPurchase Agreement, and neither agreement obligated the Company to issue or sell any shares of common stock absent further action by the\nCompany."}