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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
April 27, 2026
_____________________
COEPTIS THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39669 |
98-1465952 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| |
|
|
|
550
South Andrews Ave. Suite 700
Ft.
Lauderdale, Florida |
|
33301 |
| (Address of principal executive offices) |
|
(Zip Code) |
954-400-9994
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of
each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
|
Common Stock, par value $0.0001 per share |
|
ZSQR
|
|
Nasdaq
Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
On April 27, 2026, Z Squared, Inc.(NASDAQ: ZSQR)
(the Company”) issued a press release supplementing information related to its recently announced business combination with Coeptis
Therapeutics Holdings, Inc. and its pro rata dividend distribution related to Coeptis Therapeutics Holdings, Inc.’s pre-business
combination biopharmaceutical business. A copy of the press release is included with the Current
Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 99.1 |
Press Release, dated April 27, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
COEPTIS THERAPEUTICS HOLDINGS, INC. |
| |
|
|
| Date: April 28, 2026 |
By: |
/s/ Brian Cogley |
| |
|
Brian Cogley
Chief Financial Officer |
Exhibit 99.1
Z Squared Provides Additional Information on
Previously Disclosed Pro Rata Distribution
FORT LAUDERDALE, Fla, April 27, 2026 (NASDAQ:
ZSQR). Z Squared, Inc. (“Company”) today issued supplemental information related to its previously announced business combination
with Coeptis Therapeutics Holdings, Inc. and its pro rata dividend distribution related to Coeptis Therapeutics Holdings, Inc.’s
pre-business combination biopharmaceutical business. The Company announced that the pro rata distribution of shares held by the Company
in its subsidiary Coeptis Holdings, Inc. will be issued to shareholders of record on January 2, 2026, as previously disclosed. Each holder
of record of the Company’s common stock will receive one share of non-transferable Coeptis Holdings, Inc. common stock for every
share held. The distribution will be effected today, April 27, 2026.
As previously announced, the Company’s common
stock is expected to commence trading on the Nasdaq Global Market under the ticker symbol "ZSQR" today, Monday, April 27, 2026
(CUSIP: 98878K108).
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
