Z Squared Inc. Terminates At-The-Market Sales Agreement and Committed Equity Forward Purchase Agreement

Z Squared Inc. (Nasdaq: ZSQR) today announced that it has delivered written notice terminating both its at-the-market sales agreement, dated July 6, 2026, with Roth Capital Partners, LLC, as sales agent, pursuant to which the Company was permitted to offer and sell shares of its common stock having an aggregate offering price of up to $300,000,000 under the Company's automatic shelf registration statement on Form S-3 (the "ATM Program"), and its Committed Equity Forward Purchase Agreement, dated May 29, 2026, with Translucent Matter Inc., pursuant to which the Company had the right, but not the obligation, to require the purchaser to purchase up to $50,000,000 of shares of the Company's common stock from time to time (the "Forward Purchase Agreement"), in each case as part of the Company's disciplined approach to capital management. The ATM Sales Agreement will terminate effective July 21, 2026, and the Forward Purchase Agreement will terminate effective August 17, 2026, in each case pursuant to the applicable agreement's notice provisions. The Company will not sell, draw down or issue any shares under either program during the applicable notice period. No termination fee or penalty is payable by the Company in connection with either termination. Based on management's current operating plan and estimates, the Company believes its existing capital resources provide approximately two years of operating runway. In light of that position, the Company's board of directors and management determined that continued maintenance of the ATM Program and the Forward Purchase Agreement was unnecessary and represented a standing source of perceived dilution overhang in the market. Terminating both agreements eliminates any potential future issuance or sale of shares under those programs: no shares of common stock were sold under the ATM Program, no draws were made and no shares were issued under the Forward Purchase Agreement, and neither agreement obligated the Company to issue or sell any shares absent action by the Company. Going forward, the Company expects that any future financing would be undertaken in connection with the achievement of specific project milestones, rather than through standing equity issuance programs.

The Company remains focused on disciplined capital management and will continue to evaluate its capital structure and financing alternatives as part of its ongoing business planning, with any future financing expected to be undertaken in connection with the achievement of specific project milestones. The Company will make any further disclosures regarding its capital structure through its filings with the Securities and Exchange Commission (the "SEC").

Z Squared Inc. is a computing infrastructure company operating advanced computing equipment and expanding into AI infrastructure. The Company's strategy is built on three principles: lead with power by acquiring operating sites where power is already flowing; build for AI workloads by converting that capacity into AI-ready colocation where the customer brings the compute and runs what they need; and scale with discipline by deploying conve...