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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
April 24, 2026
_____________________
COEPTIS THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39669 |
98-1465952 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| |
|
|
|
105 Bradford Rd, Suite 420
Wexford, Pennsylvania |
|
15090 |
| (Address of principal executive offices) |
|
(Zip Code) |
724-934-6467
(Registrant’s telephone number, including area code)
____________________________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of
each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
|
Common Stock, par value $0.0001 per share |
|
COEP
|
|
Nasdaq
Capital Market |
| Warrants,
each whole warrant exercisable for one-half of one share of Common Stock for $230.00 per whole share |
|
COEPW |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure |
On April 24, 2026, Coeptis Therapeutics Holdings,
Inc. (NASDAQ: COEP) (“Coeptis”) issued a press release (the “Press Release”) announcing that it had completed
its business combination with Z Squared Inc. (“Z Squared”) and that its public shares are expected to commence trading on
the Nasdaq Global Market under the ticker symbol “ZSQR” on Monday, April 27, 2026 (CUSIP: 98878K108). A
copy of the Press Release is furnished as Exhibit 99.1 and incorporated herein by reference.
The Press Release is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 99.1 |
Press Release, dated April 24, 2026 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Coeptis Therapeutics Holdings, Inc. |
| |
|
|
| Date: April 24, 2026 |
By: |
/s/ David Halabu |
| |
|
David Halabu
Chief Executive Officer |
Exhibit 99.1
Z Squared Announces
Completion of Business Combination with Coeptis Therapeutics and Listing on the Nasdaq Global Market
~ Shares to Commence Trading on the Nasdaq Global
Market Under Ticker Symbol “ZSQR” Monday April 27, 2026 ~
Fort Lauderdale, FL., April 24, 2026 Z
Squared, Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated computing infrastructure
company, today announced the completion of its business combination with Coeptis Therapeutics Holdings, Inc. (“Coeptis”).
In connection with the business combination, the combined company has been renamed “Z Squared Inc.” and its public shares
are expected to commence trading on the Nasdaq Global Market under the ticker symbol “ZSQR” on Monday, April 27, 2026 (CUSIP:
98878K108).
The closing follows the satisfaction of all conditions,
including SEC effectiveness of the Form S-4 registration statement and the receipt of approval from Coeptis’ stockholders. In connection
with the consummation of the business combination, Z Squared Opco Inc. (formerly Z Squared, Inc.) has become a wholly owned subsidiary
of the Company.
Prior to the consummation of the business combination
Coeptis declared and effected a pro rata distribution to Coeptis’s record date stockholders of Coeptis’s ownership interest
in its subsidiary that held a portion of Coeptis’s pre-business combination biopharmaceutical business.
In connection with the business combination, the
former stockholders of Z Squared Opco Inc. (“Z Squared Opco”) exchanged their shares of Z Squared Opco common stock for shares
of common stock of the Company. Following the business combination, the Company has approximately 51.5 million shares of common stock
issued and outstanding, with the former stockholders of Z Squared Opco now owning approximately 85% of the Company, and the existing stockholders
of the Company owning approximately 15% of the Company.
Michelle Burke, Chief Operating Officer commented, “We have built
a vertically integrated computing infrastructure platform across three states, supported by dynamic power management, real time analytics,
and a comprehensive hardware lifecycle program. Z Squared is well positioned to deliver consistent results and to grow into new geographies
and workloads. We could not be more excited about what lies ahead. The market timing is exceptional, and we believe the best is yet to
come.”
About Z Squared
Z Squared is a vertically integrated computing
infrastructure company operating advanced computing equipment strategically distributed across North Carolina, South Carolina, and Iowa.
The Company manages and optimizes a substantial fleet of specialized computing hardware, supported by dynamic power management strategies,
real time analytics dashboards, and a comprehensive in house repair and lifecycle management program designed to maximize hardware efficiency
and reduce capital waste.
Z Squared’s distributed, facility agnostic
infrastructure is purpose built for operational resilience and rapid scalability. The Company’s infrastructure avoids over reliance
on any single hosting provider and supports agile redeployment of equipment based on shifting power costs, infrastructure readiness, and
uptime performance. Z Squared’s operational model emphasizes efficiency, discipline, and precision execution, grounded in real time
analytics integrated through centralized dashboards that aggregate data from facilities, hardware, and internal systems.
The Company’s power strategy is designed
to respond flexibly to real time grid conditions, including curtailment schedules and seasonal electricity rate fluctuations. By adapting
energy consumption in response to pricing signals, Z Squared aims to lower its cost per kilowatt hour while preserving uptime and maximizing
operational efficiency. Z Squared’s distributed, facility agnostic structure reduces exposure to localized disruptions such as regulatory
shifts or grid instability, and supports rapid scalability into new geographies and emerging computing workloads.
The Company is led by an experienced team with
deep expertise in large scale computing operations, infrastructure optimization, and power management.
For more information, please visit www.zsquaredinc.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements
regarding the expected commencement of trading of the Company's common stock on the Nasdaq Global Market; the Company’s business
strategy, operational plans, and growth prospects; the expected benefits of the Company’s vertically integrated computing infrastructure
model; the Company’s ability to scale into new geographies and emerging computing workloads; and the Company’s future financial
and operational performance.
These forward-looking statements are based on
management’s current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include,
among others: the Company’s ability to execute its business strategy; competition in the computing infrastructure and digital asset
industries; changes in power costs, energy regulation, and grid conditions; hardware availability, pricing, and obsolescence; the Company’s
ability to maintain and expand its facility footprint; the volatility of cryptocurrency markets and digital asset values; market, economic,
and capital markets conditions; and regulatory developments affecting the Company’s operations. Additional risks and uncertainties
are described under the heading “Risk Factors” in the Company’s Registration Statement on Form S-4, as amended, and
other filings with the SEC.
Except as required by law, the Company undertakes
no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press
release, whether as a result of new information, future events, or otherwise.
Investor Relations Contact:
ZSQR@mzgroup.us
