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Coeptis Therapeutics Holdings, Inc. reported the results of its Annual and Special Meeting of Stockholders held on January 30, 2026. Stockholders considered nine proposals described in the company’s proxy statement.
A quorum was present, with 3,697,558 shares represented out of 5,680,111 shares of common stock outstanding as of the January 2, 2026 record date. Multiple proposals received strong support, with several “FOR” vote totals above 3.45 million shares versus materially smaller “AGAINST” and abstention counts.
Stockholders also voted on the election of five directors. Bryan Fuerst, Adam Sohn, David Halabu, Michelle Burke, and Kenneth Cooper each received approximately 3.69 million “FOR” votes, with very few votes withheld and no broker non-votes reported. An adjournment proposal related to Proposals 1–8 was listed as Proposal 9 but was not presented at the meeting.
The Vanguard Group has disclosed a significant ownership position in Coeptis Therapeutics Holdings Inc common stock. Vanguard reports beneficial ownership of 339,486 shares, representing 6.35% of the outstanding common stock, with shared voting power over 26,244 shares and shared dispositive power over 339,486 shares.
The Vanguard Total Stock Market Index Fund Investor Shares is separately reported as beneficially owning 268,093 shares, or 5.02% of the class, with sole voting power over those shares. Vanguard notes an internal realignment effective January 12, 2026, after which certain subsidiaries will report beneficial ownership on a disaggregated basis. The filing certifies that the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Coeptis.
Coeptis Therapeutics Holdings, Inc. is asking stockholders to approve a transaction that would merge Z Squared into Coeptis, issue Coeptis common stock as merger consideration and change the combined company's name to "Z Squared Inc." The proxy/prospectus seeks approvals for the Merger, a Spin Out of certain biopharmaceutical operations (excluding GEAR Therapeutics, Inc.), an amendment to the certificate of incorporation, a new equity incentive plan, election of the combined company's board, repricing or replacement of certain outstanding options, and potential adjournment to solicit additional proxies.
The filing includes a fairness opinion from Sun Business Valuations LLC dated May 12, 2025, a $5.0 million potential termination fee, disclosure that Z Squared will contribute 9,000 cryptocurrency mining machines (recorded at historical carrying value), and a preliminary goodwill/intangible asset adjustment of $63,075,231. The pro forma information shows historical losses for both entities and an explicit statement that there is "substantial doubt" about going concern. The Merger is subject to customary closing conditions including SEC effectiveness, Nasdaq continued listing, regulatory consents, and stockholder approvals.