COEPW SEC Filings

Schadel Christopher Ryan reported acquisition or exercise transactions in this Form 4 filing.

Z Squared Inc. reported that Chief Marketing Officer Christopher Ryan Schadel received a grant of 2,806 restricted stock units (RSUs) as a supplemental award tied to his annual bonus under his Executive Employment Agreement.

The award, granted under the 2025 Incentive Compensation Plan, was valued at $30,000, calculated using the $10.69 Nasdaq Global Market closing price on June 3, 2026, rounded down to the nearest whole share. Each RSU represents one share of common stock and vests in equal quarterly installments over one year starting June 3, 2026, subject to continued employment. Following this grant, Schadel directly holds 12,674 derivative-linked shares.

Z Squared Inc. entered a Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital that lets the company, at its option, sell up to $50,000,000 of common stock over an 18‑month commitment period, with an optional 12‑month extension. Each draw is a separate forward purchase priced at 95% of the five‑day volume‑weighted average price, subject to a per‑draw size of $50,000 to $5,000,000, a $5.00 initial floor price, and a nine‑month lock‑up.

The purchaser is barred from short sales and other hedging in the stock, and total issuance, including commitment fee shares and warrant shares, is capped at 19.99% of shares outstanding before the agreement unless shareholders approve more. Z Squared will pay a $500,000 commitment fee in stock over the first five draws. The company highlights this structure as flexible equity capital to support acquisitions and site‑level AI infrastructure conversion toward a Phase 1 goal of 100 megawatts of AI‑ready capacity.

Z Squared Inc. entered a Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital that lets the company, at its option, sell up to $50,000,000 of common stock over an 18‑month commitment period, with an optional 12‑month extension. Each draw is a separate forward purchase priced at 95% of the five‑day volume‑weighted average price, subject to a per‑draw size of $50,000 to $5,000,000, a $5.00 initial floor price, and a nine‑month lock‑up.

The purchaser is barred from short sales and other hedging in the stock, and total issuance, including commitment fee shares and warrant shares, is capped at 19.99% of shares outstanding before the agreement unless shareholders approve more. Z Squared will pay a $500,000 commitment fee in stock over the first five draws. The company highlights this structure as flexible equity capital to support acquisitions and site‑level AI infrastructure conversion toward a Phase 1 goal of 100 megawatts of AI‑ready capacity.

Z Squared Inc. filed an amended current report to add audited financial statements for Z Squared OpCo Inc. and updated pro forma financials for its April 24, 2026 reverse-merger and spin-out transactions. The OpCo audit shows no revenue, a 2025 net loss of $323 and a going-concern warning.

The amendment also includes the former Coeptis business’s unaudited March 31, 2026 condensed consolidated results, with sales of $113,771, a net loss of $4,020,896 and cash of $5,211,188, alongside an accumulated deficit of $113,870,346 and stockholders’ equity of $17,578,844.

Z Squared Inc. filed an amended current report to add audited financial statements for Z Squared OpCo Inc. and updated pro forma financials for its April 24, 2026 reverse-merger and spin-out transactions. The OpCo audit shows no revenue, a 2025 net loss of $323 and a going-concern warning.

The amendment also includes the former Coeptis business’s unaudited March 31, 2026 condensed consolidated results, with sales of $113,771, a net loss of $4,020,896 and cash of $5,211,188, alongside an accumulated deficit of $113,870,346 and stockholders’ equity of $17,578,844.

Z Squared Inc. reported that Co-Chief Executive Officer and director Michelle Burke resigned from the company, effective May 22, 2026. The board accepted her resignation and has not yet named a successor to the vacant board seat. The company states her departure was not due to any disagreement over operations, policies, or practices. Burke will return to Minting Dome, Inc., and Z Squared’s existing Master Services Agreement with Minting Dome will continue under its current terms.

Following this change, David Halabu, age 50, moves from Co-Chief Executive Officer to become the company’s sole Chief Executive Officer, effective the same date. He continues to serve as CEO of Z Squared OpCo Inc., the wholly owned operating subsidiary, and there are no changes to his compensation in connection with this transition. The company notes there are no family relationships or special arrangements underlying his selection as Chief Executive Officer.

Z Squared Inc. reported that Co-Chief Executive Officer and director Michelle Burke resigned from the company, effective May 22, 2026. The board accepted her resignation and has not yet named a successor to the vacant board seat. The company states her departure was not due to any disagreement over operations, policies, or practices. Burke will return to Minting Dome, Inc., and Z Squared’s existing Master Services Agreement with Minting Dome will continue under its current terms.

Following this change, David Halabu, age 50, moves from Co-Chief Executive Officer to become the company’s sole Chief Executive Officer, effective the same date. He continues to serve as CEO of Z Squared OpCo Inc., the wholly owned operating subsidiary, and there are no changes to his compensation in connection with this transition. The company notes there are no family relationships or special arrangements underlying his selection as Chief Executive Officer.

BSG Series CM, LLC, a former 10% owner of Z Squared Inc., reported an internal restructuring of its holdings. On April 30, 2026, it completed a pro rata distribution of 41,521,276 shares of Z Squared common stock to its members based on their membership interests. The footnotes state that no monetary consideration was paid or received in this distribution. Following the transaction, BSG Series CM, LLC no longer beneficially owns any Z Squared common shares and indicates this filing as its final Section 16 report for the stock.

BSG Series CM, LLC, a former 10% owner of Z Squared Inc., reported an internal restructuring of its holdings. On April 30, 2026, it completed a pro rata distribution of 41,521,276 shares of Z Squared common stock to its members based on their membership interests. The footnotes state that no monetary consideration was paid or received in this distribution. Following the transaction, BSG Series CM, LLC no longer beneficially owns any Z Squared common shares and indicates this filing as its final Section 16 report for the stock.

BSG Series CM, LLC reported that it has fully exited its large holding in Z Squared Inc. common stock. On April 30, 2026, it completed a pro rata distribution of 41,521,276 shares of common stock to its members, with no cash changing hands.

After this distribution, BSG Series CM, LLC no longer beneficially owns any Z Squared Inc. shares, has no voting or dispositive power over the stock, and now holds less than five percent of the outstanding common shares. This amendment is its final ownership report under Section 13(d).

BSG Series CM, LLC reported that it has fully exited its large holding in Z Squared Inc. common stock. On April 30, 2026, it completed a pro rata distribution of 41,521,276 shares of common stock to its members, with no cash changing hands.

After this distribution, BSG Series CM, LLC no longer beneficially owns any Z Squared Inc. shares, has no voting or dispositive power over the stock, and now holds less than five percent of the outstanding common shares. This amendment is its final ownership report under Section 13(d).

BSG Series CM, LLC has filed a Schedule 13D reporting control of Z Squared Inc. common stock. It beneficially owns 41,521,276 shares, or about 80.73% of the outstanding 51,431,493 shares as of April 24, 2026, obtained as stock consideration in a merger involving Z Squared Opco, Inc.

The reporting person plans to distribute all or substantially all of these shares to its members over time, but sales of the shares are tightly restricted. Lock-up and leak-out terms limit monthly sale volumes, require the stock to trade above specific price thresholds, and cap sales relative to recent average trading volume.

BSG Series CM, LLC has filed a Schedule 13D reporting control of Z Squared Inc. common stock. It beneficially owns 41,521,276 shares, or about 80.73% of the outstanding 51,431,493 shares as of April 24, 2026, obtained as stock consideration in a merger involving Z Squared Opco, Inc.

The reporting person plans to distribute all or substantially all of these shares to its members over time, but sales of the shares are tightly restricted. Lock-up and leak-out terms limit monthly sale volumes, require the stock to trade above specific price thresholds, and cap sales relative to recent average trading volume.

BSG Series CM, LLC has filed an initial ownership report for Z Squared Inc. common stock. The Form 3 shows BSG Series CM, LLC as a ten percent owner, with direct beneficial ownership of 41,521,276 shares of common stock, par value $0.0001 per share, as of April 24, 2026. The filing does not report any recent purchases or sales, only the existing holding.

BSG Series CM, LLC has filed an initial ownership report for Z Squared Inc. common stock. The Form 3 shows BSG Series CM, LLC as a ten percent owner, with direct beneficial ownership of 41,521,276 shares of common stock, par value $0.0001 per share, as of April 24, 2026. The filing does not report any recent purchases or sales, only the existing holding.

Coeptis Therapeutics Holdings Inc reports institutional ownership disclosures. Vanguard Capital Management reports beneficial ownership of 346,975 shares of Common Stock, representing 5.57% of the class. Vanguard Total Stock Market Index Fund Investor Shares holds 254,749 shares (4.09%). The filing lists voting and dispositive powers and provides Vanguard's Malvern, PA office address.

Coeptis Therapeutics Holdings Inc reports institutional ownership disclosures. Vanguard Capital Management reports beneficial ownership of 346,975 shares of Common Stock, representing 5.57% of the class. Vanguard Total Stock Market Index Fund Investor Shares holds 254,749 shares (4.09%). The filing lists voting and dispositive powers and provides Vanguard's Malvern, PA office address.

Z Squared Inc., formerly Coeptis Therapeutics, completed its merger with Z Squared Opco and now trades on the Nasdaq Global Market under the symbol ZSQR, with about 51.5 million common shares outstanding and former Z Squared Opco holders owning roughly 85% of the company.

The company entered a binding letter of intent to acquire Skycore Digital LLC, an operating digital infrastructure platform in North Carolina with about 24 megawatts of energized power capacity and a defined path to up to 42 megawatts. Consideration will be up to $22 million in new Series B Convertible Preferred Stock with an 8% cash or 10% pay-in-kind dividend, a seven-year mandatory redemption, and an annual holder put right beginning in year two, capped at 20% per year.

Z Squared also expanded its leadership and governance. Michelle Burke was named Co-Chief Executive Officer alongside David Halabu, and Ryan Schadel was appointed Chief Marketing Officer. The board added three independent directors, formalized a non-employee director compensation program using cash retainers and RSUs, and approved a 2025 equity incentive plan allowing awards covering up to 15% of outstanding common shares.

To support investor relations and marketing, the company agreed to issue equity to several service providers, including 200,000 shares to Adam Wasserman, up to 566,000 shares to Moneta Advisory Partners, restricted stock valued at $100,000 to MZHCI, and shares valued at $75,000 to Retail Sparks, all in unregistered transactions under Section 4(a)(2) and Rule 506(b). Senior executives received new or amended employment agreements with stock options and RSU awards tied to share price performance and service-based vesting.

Z Squared Inc., formerly Coeptis Therapeutics, completed its merger with Z Squared Opco and now trades on the Nasdaq Global Market under the symbol ZSQR, with about 51.5 million common shares outstanding and former Z Squared Opco holders owning roughly 85% of the company.

The company entered a binding letter of intent to acquire Skycore Digital LLC, an operating digital infrastructure platform in North Carolina with about 24 megawatts of energized power capacity and a defined path to up to 42 megawatts. Consideration will be up to $22 million in new Series B Convertible Preferred Stock with an 8% cash or 10% pay-in-kind dividend, a seven-year mandatory redemption, and an annual holder put right beginning in year two, capped at 20% per year.

Z Squared also expanded its leadership and governance. Michelle Burke was named Co-Chief Executive Officer alongside David Halabu, and Ryan Schadel was appointed Chief Marketing Officer. The board added three independent directors, formalized a non-employee director compensation program using cash retainers and RSUs, and approved a 2025 equity incentive plan allowing awards covering up to 15% of outstanding common shares.

To support investor relations and marketing, the company agreed to issue equity to several service providers, including 200,000 shares to Adam Wasserman, up to 566,000 shares to Moneta Advisory Partners, restricted stock valued at $100,000 to MZHCI, and shares valued at $75,000 to Retail Sparks, all in unregistered transactions under Section 4(a)(2) and Rule 506(b). Senior executives received new or amended employment agreements with stock options and RSU awards tied to share price performance and service-based vesting.