Coeptis (COEP) Announces Filing of Registration Statement on Form S-4 with SEC in Connection with Proposed Transaction with Z Squared

Rhea-AI Summary

Coeptis Therapeutics Holdings (NASDAQ:COEP), a next-gen technology and biopharmaceutical company, has filed a registration statement on Form S-4 with the Securities and Exchange Commission (SEC). The filing relates to the company's previously announced proposed merger with Z Squared Inc.

The Form S-4 includes a preliminary proxy statement/prospectus regarding the proposed transaction. The registration statement is currently pending effectiveness and the information contained within remains subject to change.

Positive

• Filing of Form S-4 represents a key milestone in advancing the merger process with Z Squared

Negative

• None.

WEXFORD, Pa., June 26, 2025 (GLOBE NEWSWIRE) -- Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (“Coeptis” or the “Company”), a next-gen technology and biopharmaceutical company, is pleased to announce the filing of a registration statement on Form S-4 with the Securities and Exchange Commission ("SEC") related to the Company's previously announced and proposed definitive merger agreement (the "Merger") with Z Squared Inc. (“Z Squared”).

The Form S-4 includes a preliminary proxy statement/prospectus regarding the proposed transaction. The registration statement has not yet become effective, and the information contained therein is subject to change.

About Coeptis Therapeutics Holdings

COEPTIS, Inc., together with its subsidiaries Coeptis Pharmaceuticals, Inc., GEAR Therapeutics, Inc., SNAP Biosciences, Inc., and Coeptis Technologies (collectively "Coeptis"), is a biopharmaceutical and technology company. The biopharmaceutical divisions focus on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases. Coeptis aims to advance treatment paradigms and improve patient outcomes through its cutting-edge research and development efforts.

The Company's therapeutic portfolio is underscored by assets licensed from Deverra Therapeutics, which include an allogeneic cellular immunotherapy platform and DVX201, a clinical-stage, unmodified natural killer cell therapy technology. COEPTIS is also developing a universal, multi-antigen CAR technology licensed from the University of Pittsburgh (SNAP-CAR), alongside GEAR cell therapy and companion diagnostic platforms in collaboration with VyGen-Bio and distinguished medical researchers at the Karolinska Institute.

Building on its core competencies, COEPTIS has recently established a Technology Division, which focuses on enhancing operational capabilities through advanced technologies. This division features AI-powered marketing software and robotic process automation tools acquired from NexGenAI Solutions Group, designed to optimize business processes and improve overall efficiency.

Headquartered in Wexford, PA, COEPTIS is dedicated to advancing its mission within the regulatory framework set forth by the FDA, ensuring that all activities align with the highest standards of compliance and patient care. For more information on COEPTIS, visit https://coeptistx.com.

About Z Squared

Z Squared Inc is an emerging leader in digital asset compute mining, focused on the generation of Dogecoin (DOGE), primarily, along with other digital assets such as Litecoin and other altcoins. Z Squared aims to unlock gainful investor mining exposure to DOGE, its $20B market cap, and the robust business of alt coin compute mining.

Additional Information and Where to Find it

This press release relates to a proposed merger transaction between Coeptis and Z Squared. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, Coeptis has filed relevant materials with the SEC including a registration statement on Form S-4, which includes a prospectus with respect to the combined company’s securities to be issued in connection with the proposed transaction and a proxy statement with respect to the stockholder meeting of Coeptis to vote on several proposals including the proposed transaction. Promptly after the registration statement is declared effective by the SEC, Coeptis will mail the definitive proxy statement/information statement/prospectus to each of its shareholders. Coeptis urges its investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/information statement/prospectus as well as other documents filed with the SEC because these documents contain important information about Coeptis, Z Squared and the proposed transaction. The preliminary and definitive proxy statement/information statement/prospectus to be included in the registration statement, once available, can be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in the Solicitation

Coeptis, Z Squared and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Coeptis’ and Z Squared’s stockholders with respect to the proposed business combination. Investors and securityholders may obtain more detailed information regarding the names and interests in the business combination of the directors and officers of each of Coeptis and Z Squared in such companies’ respective filings with the SEC, including the Form S-4.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination or spin out. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements.

This press release and statements of our management made in connection therewith contain "forward-looking statements" (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events or performance, and underlying assumptions, and other statements that are other than statements of historical facts. When we use words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve significant risks and uncertainties that may cause the actual results to differ materially and perhaps substantially from our expectations discussed in the forward-looking statements. These statements are subject to significant uncertainties and risks including, but not limited, to those risks contained in reports filed by Coeptis with the Securities and Exchange Commission (the "SEC"). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings made or to be made with the SEC, which are available for review at www.sec.gov. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations, or rules.

Contacts
IR@coeptistx.com 

Source: Coeptis Therapeutics

FAQ

What is the latest update on Coeptis (COEP) merger with Z Squared?

Coeptis has filed a Form S-4 registration statement with the SEC, which includes a preliminary proxy statement/prospectus for the proposed merger with Z Squared.

What is the current status of COEP's Form S-4 registration statement?

The Form S-4 registration statement has been filed but has not yet become effective, and the information contained within is subject to change.

When will the merger between Coeptis (COEP) and Z Squared be completed?

The specific completion date has not been disclosed. The merger is still pending as the Form S-4 registration statement needs to become effective first.

What is Coeptis Therapeutics Holdings' (COEP) business focus?

Coeptis is a next-gen technology and biopharmaceutical company listed on the Nasdaq stock exchange.