Coeptis Therapeutics Holdings Inc. filings document the issuer’s completed merger-related corporate transition, including the name change to Z Squared Inc. and the surviving operating subsidiary Z Squared OpCo Inc. The record includes Form 8-K material-event reports covering capital-structure changes, governance matters, shareholder voting matters, material agreements, operating and financial results, and clinical or regulatory disclosures connected to Coeptis's biotechnology operations.
Additional filings document security-status and compensation matters, including a Form 25 for removal of warrants from Nasdaq listing and registration and an option repricing and exchange program under the 2022 Equity Incentive Plan. The disclosures also cover capital-structure instruments associated with material agreements.
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).
Z Squared Inc., formerly Coeptis Therapeutics Holdings, reported unaudited results for the quarter ended March 31, 2026. The company generated sales of $113,771, up from $62,874 a year earlier, but recorded a net loss of $4,020,896 and loss per share of $0.65.
Total assets were $19,786,693, including $5,211,188 of cash and $13,159,346 of investments. Stockholders’ equity was $17,578,844, while the accumulated deficit reached $113,870,346. Operating activities used $1,758,887 of cash in the quarter.
The filing highlights a going concern uncertainty, noting that recurring losses and the large accumulated deficit raise substantial doubt about the company’s ability to continue without additional financing. After March 31, 2026, the company completed a merger and spin-out that will shift its primary business to digital asset mining.
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.
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. reported an equity award to independent director Sohn Adam Craig. He received a grant of 9,868 restricted stock units (RSUs) on April 27, 2026, as director compensation with a grant-date fair value of $150,000.
The number of RSUs was calculated by dividing $150,000 by the fair market value of Z Squared’s common stock on the grant date, rounded down to the nearest whole share. Each RSU represents one share of common stock upon vesting.
The RSUs vest in 36 equal monthly installments starting April 27, 2026, contingent on his continued Board service. Following this grant, Sohn holds 9,868 RSUs directly, reflecting a compensation-related, non-market acquisition rather than an open-market purchase.
Z Squared Inc. granted its Chief Marketing Officer, Christopher Ryan Schadel, new equity awards as part of his Executive Employment Agreement. He received 9,868 restricted stock units, representing the right to receive the same number of common shares as they vest.
The company also granted a stock option for 100,000 shares of common stock at an exercise price of $15.20 per share, which remains exercisable for ten years from the April 27, 2026 grant date, subject to earlier termination. The option vests in full once the fair market value of the common stock increases by 50% above the grant-date fair market value, as determined by the board.
The RSUs have a grant-date fair market value of $150,000 and vest in equal quarterly installments over one year starting April 27, 2026, conditioned on Schadel’s continued employment with the company on each vesting date.