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Coeptis Receives Shareholder Approval Towards Z Squared Merger

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Coeptis (Nasdaq: COEP) announced that its shareholders approved the previously announced merger with Z Squared Inc.; the shareholder vote occurred on January 30, 2026. In connection with the combination, Z Squared is expected to become a wholly owned subsidiary of Coeptis upon closing. The transaction remains subject to satisfaction of remaining closing conditions. Additional vote details and merger information are available in the company’s Form 8-K filed with the SEC and on the company investor website.

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Positive

  • Shareholder approval obtained on January 30, 2026
  • Z Squared to become wholly owned subsidiary upon closing

Negative

  • Merger not yet closed; transaction remains subject to remaining closing conditions
  • No closing date disclosed in the announcement

Key Figures

Shareholder approval date: January 30, 2026 Merger structure: Wholly owned subsidiary Form 8-K reference: Form 8-K
3 metrics
Shareholder approval date January 30, 2026 Date Coeptis shareholders approved the Z Squared merger
Merger structure Wholly owned subsidiary Z Squared to become wholly owned subsidiary of Coeptis at closing
Form 8-K reference Form 8-K Details of shareholder vote and merger terms filed with SEC

Market Reality Check

Price: $10.61 Vol: Volume 75,685 is 1.23x th...
normal vol
$10.61 Last Close
Volume Volume 75,685 is 1.23x the 20-day average of 61,303, indicating elevated trading ahead of the merger update. normal
Technical Price at $13.21 is trading above the 200-day MA of $12.68, despite a -3.86% move over 24h.

Peers on Argus

COEP fell 3.86% while key biotech peers were mostly negative but mixed: ARTV -4....

COEP fell 3.86% while key biotech peers were mostly negative but mixed: ARTV -4.29%, DTIL -1.03%, CELU -5.14%, CUE -6.30%, with INKT +2.64%. No sector-wide momentum signal appeared.

Previous Acquisition Reports

4 past events · Latest: Jan 06 (Positive)
Same Type Pattern 4 events
Date Event Sentiment Move Catalyst
Jan 06 S-4 effectiveness Positive +2.6% SEC declared S-4 effective and proxy mailing began for Z Squared merger.
May 12 Acquisition financing Positive +4.2% Peer company filed $100M registration to fund acquisitions and tech relaunch.
Apr 25 Z Squared merger pact Positive -38.3% Definitive merger with Dogecoin miner Z Squared and spin-out of biopharma ops.
Dec 26 AI platform acquisition Positive +48.6% Acquisition of NexGenAI Affiliates Network and launch of Coeptis Technologies unit.
Pattern Detected

Acquisition-related headlines have produced mixed reactions, from steep selloffs to sharp rallies.

Recent Company History

Over the past year, Coeptis has used acquisitions and merger activity to reshape its business. On Dec 26, 2024, it acquired the NexGenAI Affiliates Network, launching Coeptis Technologies and driving a 48.59% gain. A definitive merger agreement with Z Squared on Apr 25, 2025 triggered a -38.25% drop, highlighting market concern. Subsequent S‑4 effectiveness on Jan 06, 2026 brought a milder 2.57% rise. Today’s shareholder-approval news continues this Z Squared deal progression.

Historical Comparison

acquisition
+4.3 %
Average Historical Move
Historical Analysis

Recent acquisition headlines for COEP and peers averaged a 4.28% move, with reactions ranging from a -38.25% drop to a 48.59% spike.

Typical Pattern

Acquisition news tracks a transition from biopharma and AI tools toward the Z Squared crypto-mining merger, with S-4 effectiveness and now shareholder approval marking key milestones.

Market Pulse Summary

This announcement advances the Z Squared merger by securing shareholder approval on January 30, 2026...
Analysis

This announcement advances the Z Squared merger by securing shareholder approval on January 30, 2026, leaving only remaining closing conditions. It follows S‑4 effectiveness and prior disclosures that detailed pro forma losses and strategic changes. Investors may watch for final regulatory clearances, Nasdaq listing status, and updated merger filings to understand ownership outcomes and how the combined entity’s risk profile compares with earlier acquisition and technology expansion moves.

Key Terms

business combination, wholly owned subsidiary, form 8-k
3 terms
business combination financial
"In connection with the consummation of the business combination, Z Squared will..."
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
wholly owned subsidiary financial
"Z Squared will become a wholly owned subsidiary of Coeptis."
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
form 8-k regulatory
"details regarding the shareholder vote and the proposed merger are included in the Company’s Form 8-K filed"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

Shareholder Approval Clears a Key Condition to Close

WEXFORD, Pa., Feb. 05, 2026 (GLOBE NEWSWIRE) -- Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (“Coeptis” or the “Company”), a next-gen technology and biopharmaceutical company, today announced that its shareholders have voted to approve the previously announced merger with Z Squared Inc.

The transaction was approved on January 30, 2026, by Coeptis’ shareholders. In connection with the consummation of the business combination, Z Squared will become a wholly owned subsidiary of Coeptis. The transaction remains subject to satisfaction of the remaining conditions to closing.

Additional details regarding the shareholder vote and the proposed merger are included in the Company’s Form 8-K filed with the SEC, which is available on the SEC’s website at www.sec.gov, and in the Investor Relations section of the Company’s website at investors.coeptistx.com.

About Coeptis:

COEPTIS, Inc., together with its subsidiaries Coeptis Pharmaceuticals, Inc., GEAR Therapeutics, Inc., SNAP Biosciences, Inc., and Coeptis Technologies, Inc (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 is a digital infrastructure company focused on securing the Dogecoin (DOGE) and Litecoin (LTC) networks through institutional-scale mining operations. Upon closing of the merger, Z Squared is expected to deploy 9,800 ASIC miners across facilities in North Carolina, South Carolina, and Iowa, making it the largest publicly-traded pure-play Dogecoin miner in the United States.

Z Squared's operational model emphasizes efficiency, discipline, and risk management. Mined assets are converted to USD or stablecoins typically within 24 hours, aligning with a cash-flow-focused strategy rather than speculative holding. The company is led by an experienced team with deep expertise in cryptocurrency mining operations and infrastructure management.

Participants in the Solicitation

Coeptis, Z Squared Inc. 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 Transaction. Investors and securityholders may obtain more detailed information regarding the names and interests in the Transaction of the directors and officers of each of Coeptis and Z Squared in the proxy statement/prospectus for the proposed Transaction as field with the SEC, including the Registration Statement.

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 Transaction. 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 the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning 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, it is making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially 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. 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 Coeptis’ filings with the U.S. Securities and Exchange Commission, including the Registration Statement, which are available for review at www.sec.gov. Neither Coeptis nor Z Squared undertake any 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.

Investor Relations Contacts:

IR@coeptistx.com

ZSQR@mzgroup.us


FAQ

What did Coeptis (COEP) shareholders vote on January 30, 2026?

They voted to approve the proposed merger with Z Squared Inc., clearing a key condition to close. According to the company, the shareholder vote occurred on January 30, 2026 and approval was obtained.

Will Z Squared become a part of Coeptis after the merger (COEP)?

Yes, Z Squared is expected to become a wholly owned subsidiary of Coeptis upon closing. According to the company, this change is contingent on satisfaction of the remaining closing conditions.

Has the Coeptis and Z Squared merger (COEP) closed yet?

No, the merger has not closed; remaining conditions to closing must still be satisfied. According to the company, closing is subject to those outstanding conditions and has not been completed.

Where can investors find details on the Coeptis (COEP) shareholder vote and merger?

Investors can review the company’s Form 8-K filed with the SEC and the investor relations website for details. According to the company, the Form 8-K is available on www.sec.gov and investors.coeptistx.com.
Coeptis Therapeutics Inc

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Biotechnology
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WEXFORD