Z Squared director reports 1,412,855 indirect shares
Z Squared Inc. director and Co-Chief Executive Officer Halabu David Elias filed an initial ownership report showing an indirect stake in the company’s common stock through SMSC Capital Holdings LLC.
Rhea-AI Filing Summary
Z Squared Inc. director and Co-Chief Executive Officer Halabu David Elias filed an initial ownership report showing an indirect stake in the company’s common stock through SMSC Capital Holdings LLC. SMSC holds 1,412,855 shares of Z Squared common stock, received at the closing of a merger under an Agreement and Plan of Merger.
The filing explains that Halabu owns a 1% membership interest in SMSC, while the David E. Halabu Irrevocable Trust, for which he serves as trustee, owns the remaining 99%. Halabu expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Halabu David Elias
Role
Co-Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 1,412,855 shares (Indirect, By SMSC Capital Holdings LLC)
Footnotes (1)
- F1. Consists of 1,412,855 shares of common stock of Z Squared, Inc. held of record by SMSC Capital Holdings LLC ("SMSC"), which shares were received by SMSC at the closing of the merger pursuant to the Agreement and Plan of Merger, dated as of April 25, 2025, by and among the issuer (then known as Coeptis Therapeutics Holdings, Inc.), CP Merger Sub, Inc., and Z Squared, Inc. (the "Merger Agreement"), in exchange for shares of common stock of Z Squared, Inc. previously held by SMSC. The reporting person owns a 1% membership interest in SMSC, and the David E. Halabu Irrevocable Trust owns the remaining 99% membership interest in SMSC, for which the reporting person acts as trustee. The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.
Key Figures
Indirectly held common shares: 1,412,855 shares
Halabu membership interest in SMSC: 1%
Trust membership interest in SMSC: 99%
+1 more
4 metrics
Indirectly held common shares
1,412,855 shares
Shares of Z Squared common stock held by SMSC Capital Holdings LLC
Halabu membership interest in SMSC
1%
Membership interest in SMSC Capital Holdings LLC owned by Halabu David Elias
Trust membership interest in SMSC
99%
Membership interest in SMSC held by David E. Halabu Irrevocable Trust
Reporting form type
Form 3
Initial statement of beneficial ownership for Z Squared Inc.
Key Terms
Agreement and Plan of Merger, Merger Agreement, Irrevocable Trust, pecuniary interest, +1 more
5 terms
Agreement and Plan of Merger regulatory
"pursuant to the Agreement and Plan of Merger, dated as of April 25, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Agreement regulatory
"Z Squared, Inc. (the "Merger Agreement"), in exchange for shares"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
Irrevocable Trust financial
"the David E. Halabu Irrevocable Trust owns the remaining 99% membership"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
pecuniary interest financial
"disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest"
beneficial ownership financial
"The reporting person disclaims beneficial ownership of the shares reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the Z Squared (COEP) Form 3 filing report for Halabu David Elias?
The Form 3 shows that Halabu David Elias has an indirect interest in 1,412,855 shares of Z Squared common stock through SMSC Capital Holdings LLC. This establishes his initial reported ownership position following the company’s merger transaction described in the filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
