Z Squared Inc. (ZSQR) Form 8-K — Aug 4, 2026
$ZSQRForm 8-KItems 1.01, 1.02, 3.02, 7.01, 9.01Filed Aug 4, 2026, 5:29 PM ET0001185185-26-003263Original filing
Z Squared Inc. has signed a definitive Membership Interest Purchase Agreement to acquire 100% of Paradox Data, LLC from Paradox Infrastructure LLC, an expansion of the majority-stake deal contemplated in the June 18, 2026 letter of intent. The agreement was signed July 31, 2026, with closing expected within 30 days and an outside date of September 30, 2026, extendable to December 31, 2026.
Key figures
- Deal Value Usd
- 25000000
- Outside date
- September 30, 2026, extendable to December 31, 2026
- Land contract
- up to 10 acres at $20,000 per acre, closing deadline December 23, 2026
- Target capacity
- up to 150 MW of AI-ready capacity
- Contracted power
- up to 8,000 kVA (approximately 8.0 MW) via Entergy Arkansas
- Cash fallback price
- $1,000 per share if stockholder approval not obtained within 90 days
- Indemnification cap
- 750000
- Nasdaq exchange cap
- 19.99% of outstanding Common Stock absent stockholder approval
- Indemnification basket
- 50000
- Related party interest
- approximately $3.6 million for CTO Jeffery Harris if all milestones achieved
- Preferred dividend rate
- 8.0% per annum, payable quarterly in cash or in kind
- Closing preferred shares
- 5000
- Closing consideration usd
- 5000000
- Milestone installment usd
- 2500000
- Max milestone payments usd
- 20000000
- Mandatory conversion trigger
- closing price equals or exceeds 250% of conversion price for 20 consecutive trading days
- Conversion price closing shares
- 7.45
- Stated value per preferred share
- 1000
Price after filing
1 day: -4.4%7 days: -10.0%30 days: -32.3%
Close on the filing date to close N calendar days later (from $4.30). Historical, not a forecast.
AI analysis
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