Form 8-K

8-K — Z Squared Inc.

Accession: 0001185185-26-003730

Filed: 2026-08-26

Period: 2026-08-24

CIK: 0001759186

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — zsqr8k082526.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (zsqrex10-1.htm)

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0001759186

2026-08-24

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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): August 24, 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)

(I.R.S. 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)

________________________________________

(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))

☐ 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 5.02 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)

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

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: zsqrex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT

NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), dated as of August 24, 2026, is made by and

between Z SQUARED INC., a Delaware corporation (together with its successors and assigns, the “Company”), and

Jeffery Harris (the “Executive”). Capitalized terms used but not defined herein have the meanings given to them in

the Employment Agreement (as defined below).

WHEREAS,

the Company and the Executive are parties to that certain Executive Employment Agreement (the “Employment Agreement”),

dated as of June 24, 2026 (the “Effective Date”), pursuant to which the Executive serves as the Chief Technology Officer

of the Company;

WHEREAS,

Section 3(b) of the Employment Agreement provides that, subject to the approval of the Board, the Executive is entitled to an annual

bonus in the form of restricted stock units having a grant date fair market value equal to three times (3x) the Executive’s then-current

Base Salary, which as of the Effective Date equated to Six Hundred Seventy-Five Thousand Dollars ($675,000);

WHEREAS,

the parties intended at the time the Employment Agreement was entered into that the number of restricted stock units subject to such

award be fixed by reference to the fair market value of the Company’s common stock on the Effective Date, and the parties desire

to amend the Employment Agreement to memorialize that intention, to fix the number of restricted stock units accordingly, and to provide

for the grant of such award upon approval by the Compensation Committee of the Board (the “Compensation Committee”);

and

WHEREAS,

the parties acknowledge that the language of Section 3(b) of the Employment Agreement did not state the foregoing intention as clearly

as the parties intended.

NOW,

THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein and in the Employment Agreement,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment

of Section 3(b). Section 3(b) of the Employment Agreement is hereby amended to add the following at the end thereof:

“The

parties acknowledge and agree that the restricted stock unit award contemplated by this Section 3(b) in respect of the first year of

the Employment Period (i) consists of forty-nine thousand seven hundred seventy-eight (49,778) restricted stock units, such number having

been determined by dividing Six Hundred Seventy-Five Thousand Dollars ($675,000) by $13.56, the Nasdaq Official Closing Price of the

Company’s common stock on the Effective Date, and rounding down to the nearest whole restricted stock unit, and is fixed irrespective

of the fair market value of the Company’s common stock on the date of grant, (ii) shall be granted on, and shall have a grant date

of, the date on which the Compensation Committee approves such award, (iii) shall vest in four (4) equal quarterly installments on each

of September 24, 2026, December 24, 2026, March 24, 2027, and June 24, 2027, subject to the Executive’s continued employment with

the Company on each applicable vesting date, and (iv) upon grant, constitutes full satisfaction of the Company’s obligations under

this Section 3(b) in respect of the first year of the Employment Period.”

2. Acknowledgment

and Waiver. The Executive acknowledges and agrees that the award described in Section 1 of this Amendment, upon its grant by the

Compensation Committee, constitutes the entire restricted stock unit award to which the Executive is entitled under Section 3(b) of

the Employment Agreement in respect of the first year of the Employment Period, and the Executive irrevocably waives and releases

any claim to a greater number of restricted stock units, or to any additional restricted stock units or other equity, under Section

3(b) of the Employment Agreement in respect of the first year of the Employment Period, whether by reason of the fair market value

of the Company’s common stock on the date of grant, the value formula set forth in Section 3(b), the date of any action of the

Compensation Committee or the Board, or otherwise.

3. No

Other Amendments. Except as expressly amended hereby, the Employment Agreement remains unmodified and in full force and effect.

From and after the date hereof, references in the Employment Agreement to “this Agreement” shall be deemed to refer to

the Employment Agreement as amended by this Amendment.

4. Governing

Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed

by the laws of the State of Delaware (disregarding any choice of law rules which might look to the laws of any other

jurisdiction).

5. Counterparts.

This Amendment may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such

counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or by other electronic means

(including .pdf or DocuSign) shall be deemed to be original signatures for all purposes.

[Signature

page follows]

WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the day and year first written above.

Z SQUARED INC.

By:

/s/

David Halabu

Name:

David Halabu

Title:

Chief Executive Officer

EXECUTIVE

/s/ Jeffery Harris

Jeffery Harris

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