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Coeptis Therapeutics Holdings, Inc. is soliciting stockholder approval for a merger in which a wholly owned subsidiary of Coeptis will merge with and into Z Squared Inc. under a Merger Agreement dated April 25, 2025. The proxy/prospectus seeks approval for seven proposals including the Merger, a Spin Out of certain biopharmaceutical operations, a corporate name change to Z Squared Inc., a new equity incentive plan, board composition, option repricing, and an adjournment proposal. Sun Business Valuations LLC provided a fairness opinion, dated May 12, 2025, that the Merger is financially fair to Coeptis stockholders. The filing discloses a possible termination fee of $5.0 million and numerous closing conditions (antitrust, regulatory consents, Nasdaq listing continuation and SEC effectiveness).
Pro forma highlights show combined operating losses: Coeptis six-month net loss of $7.8M and Z Squared six-month net loss of $10.9M, pro forma adjustments include recognition of $63.1M goodwill/intangible uplift and the contribution of 9,000 mining machines by related party. The filing also discloses a substantial doubt about going concern and risks tied to crypto market volatility, regulatory uncertainty, dilution and possible litigation.
Form 144 notice for Coeptis Therapeutics Holdings, Inc. (COEP) reports a proposed sale of 5,000 common shares through Fidelity Brokerage Services LLC on 09/02/2025 on NASDAQ with an aggregate market value of $64,800.00. The filing shows total outstanding common shares of 4,820,317, indicating the shares to be sold are a small fraction of the outstanding stock.
The 5,000 shares were acquired on 10/31/2022 in a merger/acquisition transaction from the issuer. The filer reports no securities sold in the past three months. Several filer contact fields and issuer identification details are not provided in the content, so those specifics cannot be summarized from this document.
Coeptis Therapeutics Holdings, Inc. reported interim financials showing operating losses and financing activity. For the six months ended June 30, 2025, the Company recorded a net loss of $7,755,527 and management states these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company completed a retrospective 20-for-1 reverse stock split, with 4,166,713 shares issued and outstanding at June 30, 2025 (4,820,317 noted as outstanding as of August 13, 2025). Debt and capital transactions were active: a $1,304,758 convertible note was converted by Yorkville (including $52,505 of accrued interest) into 233,500 shares at an average $5.81 conversion price, and the Company recognized a $906,429 gain on change in fair value of a derivative liability during the six months. The Company shows various convertible notes, a $150,000 SBA EIDL balance, warrant liabilities, investments recorded for transferred subscription receivables, and $1,344,750 of unamortized stock-based compensation for options. Management plans to raise additional equity or debt to fund operations, but states no assurance of success.