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Z Squared Announces Completion of Business Combination with Coeptis Therapeutics and Listing on the Nasdaq Global Market

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Z Squared (Nasdaq: ZSQR) announced completion of its business combination with Coeptis Therapeutics and a Nasdaq Global Market listing under ticker ZSQR, effective April 27, 2026 (CUSIP: 98878K108). The closing followed SEC effectiveness of the Form S-4 and Coeptis stockholder approval.

Following the transaction, the combined company has ~51.5 million shares outstanding; former Z Squared Opco stockholders own ~85% and existing public stockholders own ~15%. Coeptis effected a pro rata distribution of its pre-combination biopharmaceutical subsidiary ownership to its record-date stockholders.

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Positive

  • Nasdaq Global Market listing under ticker ZSQR effective April 27, 2026
  • Form S-4 registration declared effective by the SEC
  • ~51.5 million shares of common stock issued and outstanding

Negative

  • Former Z Squared Opco stockholders own approximately 85% of outstanding shares
  • Coeptis effected a pro rata distribution of its pre-combination biopharmaceutical subsidiary

Market Context

This announcement finalizes Coeptis’s business combination with Z Squared and sets up trading of the...
Analysis

This announcement finalizes Coeptis’s business combination with Z Squared and sets up trading of the combined company under ticker ZSQR on the Nasdaq Global Market starting April 27, 2026. Post‑deal, about 51.5 million shares are outstanding, with former Z Squared holders owning roughly 85%. Recent history shows mixed market reactions to similar merger milestones, so investors may watch how integration progresses, how the new computing infrastructure platform scales, and whether subsequent disclosures alter the risk profile.

Key Figures

Shares outstanding post‑merger: 51.5 million shares Z Squared ownership: 85% Legacy Coeptis ownership: 15% +2 more
5 metrics
Shares outstanding post‑merger 51.5 million shares Common stock issued and outstanding after business combination
Z Squared ownership 85% Post‑combination ownership by former Z Squared Opco stockholders
Legacy Coeptis ownership 15% Post‑combination ownership by existing Coeptis stockholders
Trading commencement date April 27, 2026 Expected Nasdaq Global Market trading start for ticker ZSQR
Operating states 3 states Z Squared’s vertically integrated computing infrastructure footprint

Historical Context

3 past events · Latest: Apr 07 (Positive)
Pattern 3 events
Date Event Sentiment 24h Move Catalyst
Apr 07 Nasdaq listing approval Positive -10.5% Nasdaq approval of post‑merger listing under ticker ZSQR, pending closing.
Feb 05 Shareholder merger vote Positive +6.2% Shareholders approved the previously announced merger with Z Squared Inc.
Jan 06 S-4 effectiveness Positive +2.6% Form S-4 for the Z Squared merger was declared effective by the SEC.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent merger-related announcements have mostly seen positive price alignment, with one notable negative divergence on listing approval news.

Recent Company History

Over the last several months, Coeptis has progressed the Z Squared merger from SEC effectiveness of the Form S-4 to shareholder approval and Nasdaq listing clearance. On Jan 06, 2026, S-4 effectiveness and proxy mailing news saw a +2.57% move. Shareholder approval on Feb 05, 2026 coincided with a +6.22% reaction. However, Nasdaq listing approval on Apr 07, 2026 produced a -10.52% decline, showing that market responses to similar milestones have been mixed.

Key Terms

nasdaq global market, form s-4, cusip, pro rata distribution
4 terms
nasdaq global market financial
"Shares to Commence Trading on the Nasdaq Global Market Under Ticker Symbol"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
form s-4 regulatory
"including SEC effectiveness of the Form S-4 registration statement and the receipt"
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.
cusip financial
"under the ticker symbol "ZSQR" on Monday, April 27, 2026 (CUSIP: 98878K108)."
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
View in glossary
pro rata distribution financial
"Coeptis declared and effected a pro rata distribution to Coeptis's record date"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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~ Shares to Commence Trading on the Nasdaq Global Market Under Ticker Symbol "ZSQR" Monday April 27, 2026 ~

FORT LAUDERDALE, Fla, April 24, 2026 /PRNewswire/ -- Z Squared, Inc. (Nasdaq: ZSQR) ("Z Squared" or the "Company"), a vertically integrated computing infrastructure company, today announced the completion of its business combination with Coeptis Therapeutics Holdings, Inc. ("Coeptis"). In connection with the business combination, the combined company has been renamed "Z Squared Inc." and its public shares are expected to commence trading on the Nasdaq Global Market under the ticker symbol "ZSQR" on Monday, April 27, 2026 (CUSIP: 98878K108).

The closing follows the satisfaction of all conditions, including SEC effectiveness of the Form S-4 registration statement and the receipt of approval from Coeptis' stockholders. In connection with the consummation of the business combination, Z Squared Opco Inc. (formerly Z Squared, Inc.) has become a wholly owned subsidiary of the Company.

Prior to the consummation of the business combination Coeptis declared and effected a pro rata distribution to Coeptis's record date stockholders of Coeptis's ownership interest in its subsidiary that held a portion of Coeptis's pre-business combination biopharmaceutical business.

In connection with the business combination, the former stockholders of Z Squared Opco Inc. ("Z Squared Opco") exchanged their shares of Z Squared Opco common stock for shares of common stock of the Company. Following the business combination, the Company has approximately 51.5 million shares of common stock issued and outstanding, with the former stockholders of Z Squared Opco now owning approximately 85% of the Company, and the existing stockholders of the Company owning approximately 15% of the Company.

Michelle Burke, Chief Operating Officer commented, "We have built a vertically integrated computing infrastructure platform across three states, supported by dynamic power management, real time analytics, and a comprehensive hardware lifecycle program. Z Squared is well positioned to deliver consistent results and to grow into new geographies and workloads. We could not be more excited about what lies ahead. The market timing is exceptional, and we believe the best is yet to come."

About Z Squared

Z Squared is a vertically integrated computing infrastructure company operating advanced computing equipment strategically distributed across North Carolina, South Carolina, and Iowa. The Company manages and optimizes a substantial fleet of specialized computing hardware, supported by dynamic power management strategies, real time analytics dashboards, and a comprehensive in house repair and lifecycle management program designed to maximize hardware efficiency and reduce capital waste.

Z Squared's distributed, facility agnostic infrastructure is purpose built for operational resilience and rapid scalability. The Company's infrastructure avoids over reliance on any single hosting provider and supports agile redeployment of equipment based on shifting power costs, infrastructure readiness, and uptime performance. Z Squared's operational model emphasizes efficiency, discipline, and precision execution, grounded in real time analytics integrated through centralized dashboards that aggregate data from facilities, hardware, and internal systems.

The Company's power strategy is designed to respond flexibly to real time grid conditions, including curtailment schedules and seasonal electricity rate fluctuations. By adapting energy consumption in response to pricing signals, Z Squared aims to lower its cost per kilowatt hour while preserving uptime and maximizing operational efficiency. Z Squared's distributed, facility agnostic structure reduces exposure to localized disruptions such as regulatory shifts or grid instability, and supports rapid scalability into new geographies and emerging computing workloads.

The Company is led by an experienced team with deep expertise in large scale computing operations, infrastructure optimization, and power management.

For more information, please visit www.zsquaredinc.com

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the expected commencement of trading of the Company's common stock on the Nasdaq Global Market; the Company's business strategy, operational plans, and growth prospects; the expected benefits of the Company's vertically integrated computing infrastructure model; the Company's ability to scale into new geographies and emerging computing workloads; and the Company's future financial and operational performance.

These forward-looking statements are based on management's current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the Company's ability to execute its business strategy; competition in the computing infrastructure and digital asset industries; changes in power costs, energy regulation, and grid conditions; hardware availability, pricing, and obsolescence; the Company's ability to maintain and expand its facility footprint; the volatility of cryptocurrency markets and digital asset values; market, economic, and capital markets conditions; and regulatory developments affecting the Company's operations. Additional risks and uncertainties are described under the heading "Risk Factors" in the Company's Registration Statement on Form S-4, as amended, and other filings with the SEC.

Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether as a result of new information, future events, or otherwise.

Investor Relations Contact: ZSQR@mzgroup.us

Cision View original content:https://www.prnewswire.com/news-releases/z-squared-announces-completion-of-business-combination-with-coeptis-therapeutics-and-listing-on-the-nasdaq-global-market-302753341.html

SOURCE Z Squared Inc.

FAQ

When will Z Squared (ZSQR) begin trading on the Nasdaq Global Market?

Z Squared will begin trading on Nasdaq under ZSQR on April 27, 2026. According to the company, the listing follows SEC effectiveness of the Form S-4 and completion of the business combination.

How many shares outstanding does Z Squared (ZSQR) have after the business combination?

The combined company has approximately 51.5 million shares outstanding after closing. According to the company, this total reflects the share exchange between former Z Squared Opco holders and the public company.

What ownership stake do former Z Squared Opco stockholders hold in Z Squared (ZSQR)?

Former Z Squared Opco stockholders own about 85% of the company after the transaction. According to the company, existing public stockholders own the remaining approximately 15%.

Did SEC documentation or stockholder approvals affect Z Squared's (ZSQR) closing?

Yes. The closing followed SEC effectiveness of the Form S-4 and approval by Coeptis stockholders. According to the company, those conditions were satisfied prior to consummation.

What happened to Coeptis's pre-business combination biopharmaceutical subsidiary ownership?

Coeptis declared and effected a pro rata distribution of that ownership to its record-date stockholders. According to the company, the distribution occurred prior to the business combination closing.