{"filing":{"accession_number":"0001185185-26-003094","cik":"0001759186","ticker":"ZSQR","company_name":"Z Squared Inc.","form":"8-K","filing_date":"2026-07-22","report_date":null,"primary_document":"zsqr8k072126.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1759186/000118518526003094/zsqr8k072126.htm"},"events":[{"id":19695,"run_id":17721,"accession_number":"0001185185-26-003094","anchor_item_number":"1.02","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"Z Squared Inc. terminated two equity financing programs: a $300 million At-The-Market Sales Agreement with Roth Capital Partners (effective July 21, 2026) and a $50 million Committed Equity Forward Purchase Agreement with Translucent Matter Inc. (effective August 17, 2026), eliminating standing equity issuance capacity and signaling a shift in the company's capital structure and financing strategy.","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-07-22","form":"8-K","submitted_at":null,"items":[{"id":18865,"accession_number":"0001185185-26-003094","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Z Squared Inc. terminated two equity financing programs—a $300 million At-The-Market Sales Agreement with Roth Capital Partners and a $50 million Committed Equity Forward Purchase Agreement with Translucent Matter Inc.—effective July 21 and August 17, 2026 respectively. While Item 1.02 addresses termination of material definitive agreements, the substance here is financial: the company is eliminating standing equity issuance capacity and signaling a shift to milestone-based financing. This is material to investors assessing the company's capital structure and future dilution risk, but does not fit the specific categories of debt_issuance, dilutive_issuance (which concerns new equity sales), or other named financial events; it is best classified as financial_other—a capital structure decision with material implications.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:31:46.842815+00:00","company_name":"","ticker":null,"filing_date":""},{"id":18866,"accession_number":"0001185185-26-003094","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Z Squared Inc. terminated both its ATM Sales Agreement ($300M capacity) and Committed Equity Forward Purchase Agreement ($50M capacity), eliminating standing equity issuance programs. While the termination itself removes dilution overhang and is a capital management decision, the filing emphasizes the company's \"approximately two years of operating runway\" and notes substantial doubt about going concern in the forward-looking statements. This is a material financial event reflecting capital structure changes and financing constraints, but does not fit the specific categories of debt_issuance, dilutive_issuance, or going_concern (which would require explicit going-concern language in the Item 7.01 disclosure itself, not just the press release's forward-looking statements).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:31:46.842815+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":18865,"accession_number":"0001185185-26-003094","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Z Squared Inc. terminated two equity financing programs—a $300 million At-The-Market Sales Agreement with Roth Capital Partners and a $50 million Committed Equity Forward Purchase Agreement with Translucent Matter Inc.—effective July 21 and August 17, 2026 respectively. While Item 1.02 addresses termination of material definitive agreements, the substance here is financial: the company is eliminating standing equity issuance capacity and signaling a shift to milestone-based financing. This is material to investors assessing the company's capital structure and future dilution risk, but does not fit the specific categories of debt_issuance, dilutive_issuance (which concerns new equity sales), or other named financial events; it is best classified as financial_other—a capital structure decision with material implications.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:31:46.842815+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-07-22"},{"id":18866,"accession_number":"0001185185-26-003094","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Z Squared Inc. terminated both its ATM Sales Agreement ($300M capacity) and Committed Equity Forward Purchase Agreement ($50M capacity), eliminating standing equity issuance programs. While the termination itself removes dilution overhang and is a capital management decision, the filing emphasizes the company's \"approximately two years of operating runway\" and notes substantial doubt about going concern in the forward-looking statements. This is a material financial event reflecting capital structure changes and financing constraints, but does not fit the specific categories of debt_issuance, dilutive_issuance, or going_concern (which would require explicit going-concern language in the Item 7.01 disclosure itself, not just the press release's forward-looking statements).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-22T21:31:46.842815+00:00","company_name":"Z Squared Inc.","ticker":"ZSQR","filing_date":"2026-07-22"}]}