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  • Related Party (new) — Company issued 200,000 shares to Adam K. Wasserman, principal of Group 10 Holdings, without clear disclosure of services rendered or relationship details.
NASDAQ: ZSQR Z Squared Inc. 8-K

Z Squared to acquire Skycore Digital for up to $22M in preferred stock, completes merger

Filed May 1, 2026 · Period ending April 27, 2026 · ~2 min read

Key Changes

  • high

    Company signed binding LOI to acquire 100% of Skycore Digital data center for $18M-$22M in new Series B Preferred Stock, with 8-10% annual dividends, senior liquidation preference, and mandatory redemption in year seven. Deal includes $500K break-up fee and June 30 deadline.

    Item 1.01: Skycore LOI verify on EDGAR →
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    Series B Preferred converts at 110% of recent stock price, includes holder put rights starting year two (20% annual cap), and forced conversion if stock doubles. Structure creates ongoing cash obligations and potential dilution to common shareholders.

    Item 1.01: Series B terms verify on EDGAR →
  • high

    Merger completed April 27 with full board and executive turnover. David Halabu and Michelle Burke appointed co-CEOs; stock now trades on Nasdaq under ZSQR. New executives received options vesting only when stock rises 50%.

    Item 5.02: Management changes verify on EDGAR →

2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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