Form 8-K Z Squared Inc. For: Sep 09

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September 10, 2026 5:27 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2026

Z SQUARED INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39669		98-1465952
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

550 South Andrews Ave., Suite #700, Fort Lauderdale, Florida 33301

(Address of principal executive offices) (Zip Code)

305-697-0792

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ZSQR		The Nasdaq Global Market

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).

Emerging growth company ☐

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 10, 2026, the Board of Directors (the “Board”) of Z Squared Inc. (the “Company”) approved and adopted the Third Amended and Restated Bylaws of the Company (the “Third Amended and Restated Bylaws”), effective as of such date.

The Third Amended and Restated Bylaws amend and restate Article I — Section 5 of the Company’s Second Amended and Restated Bylaws to (i) reduce the quorum required for the transaction of business at meetings of the Company’s stockholders from the presence, in person (including virtually) or by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting to the presence, in person (including virtually) or by proxy, of the holders of one-third (1/3) in voting power of the outstanding shares of stock entitled to vote at the meeting, and (ii) provide that a quorum, once established, shall not be broken by the subsequent withdrawal of any stockholders or their proxies. No other changes were made to the Company’s bylaws.

The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 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
3.1		Third Amended and Restated Bylaws of Z Squared Inc., adopted and effective as of September 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 10, 2026