UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on June 24, 2026, Z Squared Inc. (the “Company”) and Jeffery Harris, the Company’s Chief Technology Officer, entered into an Executive Employment Agreement (the “Employment Agreement”), providing for an annual bonus in the form of restricted stock units having a grant-date fair market value equal to three times Mr. Harris’s base salary.
On August 24, 2026, the Company and Mr. Harris entered into Amendment No. 1 to the Employment Agreement (the “Amendment”), fixing the number of restricted stock units underlying the first-year award at 49,778.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Executive Employment Agreement, dated as of August 24, 2026, between Z Squared Inc. and Jeffery Harris. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 26, 2026
| Z SQUARED INC. | ||
| By: | /s/ David Halabu | |
| Name: | David Halabu | |
| Title: | Chief Executive Officer | |
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