Z Squared (ZSQR) Proxy filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on December 18, 2024, with voting available online, by mail, or by phone.

• Proposals include director elections, auditor ratification, a reverse stock split, approval of a $20M equity agreement, and a say-on-pay vote.

• The Board recommends voting in favor of all proposals and outlines procedures for voting and revoking proxies.

Voting matters and shareholder proposals

• Seven directors are up for election for one-year terms.

• Ratification of Astra Audit & Advisory, LLC as the new independent auditor for 2024 is proposed.

• Approval sought for a reverse stock split (1-for-3 to 1-for-40) to maintain Nasdaq listing.

• Shareholder approval requested for issuing up to $20M in securities under a Standby Equity Purchase Agreement.

• Advisory vote on executive compensation (say-on-pay) is included.

Board of directors and corporate governance

• Board consists of seven members with diverse backgrounds in life sciences, finance, and operations.

• Four directors are independent per Nasdaq and SEC rules.

• Board committees include Audit, Compensation, Nominating and Governance, and a Scientific Advisory Board.

• Board diversity matrix disclosed in compliance with Nasdaq rules.