Coeptis Therapeutics S-4 Declared Effective by SEC, Proxy Mailing Begins in Anticipation of the Merger Transaction with Z Squared

Rhea-AI Summary

Coeptis Therapeutics (Nasdaq: COEP) announced that its Form S-4 (File No. 333-288329) relating to the proposed merger with Z Squared has been declared effective by the SEC.

The company said it will begin mailing the definitive proxy statement/prospectus to stockholders of record as of January 2, 2026, and will hold an Annual/Special Stockholder Meeting on January 30, 2026. Notice of the meeting will be mailed on or about January 7, 2026.

Coeptis noted it has submitted an application to list the combined company’s common stock on Nasdaq, but approval is not assured; if not approved the combined company would trade on OTC Markets after the Transaction.

Positive

• Form S-4 declared effective by the SEC (File No. 333-288329)
• Definitive proxy mailing to record holders dated Jan 2, 2026
• Stockholder meeting scheduled for Jan 30, 2026
• Nasdaq listing application submitted for the combined company

Negative

• Nasdaq listing approval is not guaranteed, creating listing risk
• If Nasdaq approval fails, combined company would trade on OTC Markets

News Market Reaction

+2.57%

1 alert

+2.57% News Effect

+$2M Valuation Impact

$85M Market Cap

0.2x Rel. Volume

On the day this news was published, COEP gained 2.57%, reflecting a moderate positive market reaction. This price movement added approximately $2M to the company's valuation, bringing the market cap to $85M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Stockholder Meeting date: January 30, 2026 Record Date: January 2, 2026 Form S-4 file number: 333-288329

3 metrics

Stockholder Meeting date January 30, 2026 Annual/Special Meeting to vote on the Z Squared Transaction

Record Date January 2, 2026 Determines eligible stockholders for the Stockholder Meeting

Form S-4 file number 333-288329 SEC registration statement for the merger with Z Squared

Market Reality Check

Price: $11.27 Vol: Volume 34,881 is below th...

low vol

$11.27 Last Close

Volume Volume 34,881 is below the 20-day average of 98,172, suggesting a muted immediate trading response. low

Technical Price at $14.79 is trading above the 200-day MA of $12.22, indicating strength vs. longer-term trend before this news.

Peers on Argus

Among close biotech peers, moves were mixed: some declined (e.g., ARTV, DTIL) wh...

1 Up

Among close biotech peers, moves were mixed: some declined (e.g., ARTV, DTIL) while others rose (e.g., INKT, CELU, CUE). COEP’s modest gain of 1.02% appears stock-specific rather than part of a broad sector move.

Historical Context

2 past events · Latest: Sep 23 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Sep 23	Operational update	Positive	+13.4%	Q2 2025 revenue growth, cash improvement, and financing to fund platforms.
Jul 22	Debt extinguishment	Positive	+2.0%	Convertible note extinguishment with Yorkville, reducing outstanding debt obligations.

Pattern Detected

Recent news with operational or balance-sheet improvements tended to see positive price reactions, suggesting investors have rewarded execution and de-risking steps.

Recent Company History

Over recent months, Coeptis has balanced biotech development with capital and balance-sheet actions. A September 2025 report highlighted Q2 2025 revenue of $200,681, improved cash to $1,996,726, and a $10 million Series A preferred raise, alongside higher operating expenses from restructuring. In July 2025, Coeptis extinguished a convertible note with Yorkville, which the company framed as strengthening its capital structure while it planned expansion into cryptocurrency operations.

Market Pulse Summary

This announcement confirms that the Form S-4 for the Z Squared merger has been declared effective an...

Analysis

This announcement confirms that the Form S-4 for the Z Squared merger has been declared effective and that proxy materials are being mailed ahead of a January 30, 2026 stockholder meeting. It advances the transaction process without changing previously disclosed economic terms. Investors may focus on the upcoming vote, closing conditions, and whether the combined company secures a Nasdaq listing or continues on OTC Markets. Prior corporate updates have drawn meaningful price reactions, underscoring event risk.

Key Terms

form s-4, registration statement, proxy statement/prospectus, record date, +1 more

5 terms

form s-4 regulatory

"its registration statement on Form S-4 (File No. 333-288329)"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

registration statement regulatory

"its registration statement on Form S-4 (File No. 333-288329)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

proxy statement/prospectus regulatory

"mailing the definitive proxy statement/prospectus relating to the Annual/Special Meeting"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

record date regulatory

"stockholders of record as of the close of business on January 2, 2026 (the “Record Date”)."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

otc markets financial

"the combined company’s securities will continue to trade on the OTC Markets"

Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.

AI-generated analysis. Not financial advice.

~ Annual/Special Meeting of Shareholders to be Held on January 30, 2026 ~

WEXFORD, Pa., Jan. 06, 2026 (GLOBE NEWSWIRE) -- Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (“Coeptis” or the “Company”), a next-gen technology and biopharmaceutical company, , announced today that its registration statement on Form S-4 (File No. 333-288329) (as amended, the “Registration Statement”), relating to the previously announced merger transaction (the “Transaction”) with Z Squared Inc. (“ZSQ”), has been declared effective by the U.S. Securities and Exchange Commission (“SEC”) and that it will commence mailing the definitive proxy statement/prospectus relating to the Annual/Special Meeting (the “Stockholder Meeting”) of the Company’s stockholders to be held on January 30, 2026, in connection with the Transaction. The proxy statement/prospectus is being mailed to the Company’s stockholders of record as of the close of business on January 2, 2026 (the “Record Date”). Notice of the Stockholder Meeting will be mailed on or about January 7, 2026 to stockholders of record as of the Record Date.

While the combined company has submitted an application to list the combined company’s common stock on The Nasdaq Stock Market LLC, approval has not yet been obtained and there can be no assurance that such listing application will be approved or that the combined company will meet the applicable listing standards. If the combined company is unable to obtain listing on a national securities exchange, the combined company’s securities will continue to trade on the OTC Markets following the Transaction.

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 dedicated to building a sustainable and efficient cryptocurrency mining operation and is positioned among credible mid-cap miners with 9,000 actively generating ASIC miners focused on Dogecoin (DOGE), Litecoin (LTC) and addressing its $20B and $6B market caps, respectively. Our aim is to grow responsibly, leveraging advanced technology and strategic operations to establish ourselves as a significant player in the U.S. mining industry.

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.

Contacts

IR@coeptistx.com

FAQ

What did Coeptis (COEP) announce about the S-4 and merger with Z Squared on January 6, 2026?

Coeptis announced the SEC declared its Form S-4 effective for the merger and began mailing the definitive proxy/prospectus.

When is the Coeptis (COEP) stockholder meeting to vote on the Z Squared merger?

The Annual/Special Stockholder Meeting is scheduled for January 30, 2026.

Who is eligible to receive the Coeptis (COEP) proxy statement for the January 30, 2026 meeting?

Stockholders of record as of the close of business on January 2, 2026 will be mailed the definitive proxy/prospectus.

Has Coeptis (COEP) secured Nasdaq listing for the combined company after the merger?

Coeptis submitted a Nasdaq listing application for the combined company, but approval has not yet been obtained.

What happens to Coeptis (COEP) shares if the combined company is not approved for Nasdaq listing?

If Nasdaq listing is not approved, the combined company's securities would continue to trade on OTC Markets after the Transaction.