CTO — Jeffery Harris: The filing discloses an amendment to an existing employment agreement regarding compensation (restricted stock units), not a change in management status or departure.

by reference. The shares of Series A Preferred Stock issuable under the MIPA, and the shares of Common Stock issuable upon conversion thereof, will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D thereunder, based upon representations of the recipients, including as to their status as “accredited investors,” and the absence of any general solicitation. Su…

Entry into a Material Definitive Agreement. As previously disclosed, on June 18, 2026, Z Squared Inc. (the “Company”) and Paradox Data, LLC, a Florida limited liability company (“Paradox Data”), entered into a binding letter of intent contemplating the acquisition by the Company of a majority of the outstanding membership interests of Paradox Data. The parties subsequently agreed to restructure the transaction as an acquisition by the Company of one hundred percent (100%) of the outstanding m…

Termination of a Material Definitive Agreement. On July 29, 2026, the Company delivered to Moneta Advisory Partners, LLC (“MAP”) a notice of termination, effective as of July 29, 2026 (the “Termination Date”), that certain Corporate Services Agreement, dated as of January 23, 2026 (the “MAP Agreement”), between Z Squared Inc., a Wyoming corporation (now Z Squared OpCo Inc., a wholly-owned subsidiary of the Company), and MAP, pursuant to which MAP provided corporate advisory and related servic…

Termination of a Material Definitive Agreement. On July 17, 2026, Z Squared Inc. (the “ Company ”) delivered written notice terminating (i) the At Market Offering Agreement, dated July 6, 2026 (the “ ATM Sales Agreement ”), with Roth Capital Partners, LLC, as sales agent, pursuant to which the Company was permitted to offer and sell shares of its common stock, par 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…

Entry into a Material Definitive Agreement. As previously disclosed, on April 28, 2026, Z Squared Inc., a Delaware corporation (the “Company”), entered into a binding letter of intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company (“MN Data Centers”), and Claw Holdings, LLC, a North Carolina limited liability company (“Claw” and, together with MN Data Centers, the “Sellers”), setting forth the principal terms and conditions on which the Company proposed to acqui…

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 t…

Chief Technology Officer — Jeffery Harris: The Company appointed Jeffery Harris as Chief Technology Officer.

Entry into a Material Definitive Agreement. On June 18, 2026, Z Squared Inc., a Delaware corporation (the “Company”), entered into a binding Letter of Intent (the “LOI”) with Paradox Data LLC (“Paradox”) and the holders of the membership interests of Paradox (collectively, the “Sellers”), pursuant to which the Company proposes to acquire a majority membership interest in Paradox (the “Transaction”). Paradox is a digital infrastructure company focused on high-density, immersion-cooled compute…

The shares of Common Stock issuable to the Purchaser under the Purchase Agreement, including the commitment fee shares, will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder, based on the representations of the Purchaser described in

Regulation FD Disclosure. On June 4, 2026, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in 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…

Entry into a Material Definitive Agreement. On May 29, 2026, Z Squared Inc. (the “Company”) entered into a Committed Equity Forward Purchase Agreement (the “Purchase Agreement”) with LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company (the “Purchaser”). The Purchase Agreement allows the Company, in its sole discretion, sell to the Purchaser up to an aggregate of $50,000,000 of shares of the Company’s common stock, par value $0.0001 per s…

Co-Chief Executive Officer and Director — Michelle Burke: Michelle Burke resigned as Co-Chief Executive Officer and Director, with no successor appointed.

Regulation FD Disclosure. On April 24, 2026, the Company issued a press release announcing the closing of the Merger and the listing of the Common Stock on the Nasdaq Global Market under the trading symbol “ZSQR.” A copy of that press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K. On April 28, 2026, the Company issued a press release announcing the executive leadership appointments described under

Entry into a Material Definitive Agreement. Binding Letter of Intent – Acquisition of Skycore Digital LLC On April 28, 2026, Z Squared Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company holding 80% of the membership interests of Skycore Digital LLC, a North Carolina limited liability company (“Skycore”), and Claw Holdings, LLC, a North Carolina limited liability company holding the remaining 20% of such me…

All directors and officers resigned due to the merger.

below. The foregoing description is qualified in its entirety by reference to the MAP Agreement, a copy of which (together with the related Milestone-Based Equity Award Schedule) is filed as Exhibit 10.3 hereto and is incorporated herein by reference. MZHCI, LLC Investor Relations Consulting Agreement Effective as of December 8, 2025, the Company entered into an Investor Relations Consulting Agreement (the “MZHCI Agreement”) with MZHCI, LLC, an MZ Group company (“MZHCI”), pursuant to which MZ…

Changes in Control of the Registrant. The information set forth in

Completion of Acquisition or Disposition of Assets THE MERGER AND RELATED TRANSACTIONS The Merger On April 25, 2025, Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“ Coeptis ”), CP Merger Sub, Inc., a Wyoming corporation and wholly owned direct subsidiary of Coeptis (“ Merger Sub ”), and Z Squared Inc., a Wyoming corporation (“ Z Squared ”), entered into an Agreement and Plan of Merger, as may be amended from time to time (the “ Merger Agreement ”), pursuant to which, subject to…

The disclosure is about compensatory arrangements and does not indicate a management change.

Other Events On April 27, 2026, Z Squared, Inc.(NASDAQ: ZSQR) (the Company”) issued a press release supplementing information related to its recently announced business combination with Coeptis Therapeutics Holdings, Inc. and its pro rata dividend distribution related to Coeptis Therapeutics Holdings, Inc.’s pre-business combination biopharmaceutical business. A copy of the press release is included with the Current Report on Form 8-K .

Regulation FD Disclosure On April 24, 2026, Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) (“Coeptis”) issued a press release (the “Press Release”) announcing that it had completed its business combination with Z Squared Inc. (“Z Squared”) and that its public shares are expected to commence trading on the Nasdaq Global Market under the ticker symbol “ZSQR” on Monday, April 27, 2026 (CUSIP: 98878K108). A copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by refe…

The filing describes a stock option repricing and exchange program, not a management change.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 12, 2026, Coeptis Therapeutics Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Capital Market LLC (“Nasdaq”) indicating that the Company is in violation of Nasdaq Listing Rules 5620(a) and 5810(c)(2)G) due to the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fisca…

Entry into a Material Definitive Agreement. Merger Agreement This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1. Coeptis’ shareholders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined…