M&A - Coeptis Therapeutics Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-04-28

Corporate Action: Merger

Type: New

Accession Number: 000168316825002856

Filing Summary: On April 25, 2025, Coeptis Therapeutics Holdings, Inc. entered into a Merger Agreement with CP Merger Sub Inc. and Z Squared, Inc. The Merger involves the merger of Merger Sub with Z Squared, with Z Squared becoming a wholly-owned subsidiary of Coeptis. Prior to the Merger, Coeptis will spin out its biopharmaceutical operations. The Merger will convert all shares of Z Squared common stock into Merger Consideration, and requires shareholder approvals from both Coeptis and Z Squared. Coeptis will change its name post-Merger. The agreement includes various representations, warranties, and covenants from both parties, conditions to Closing, and termination rights, including a breakup fee. The parties will also enact Voting Agreements among shareholders to endorse the Merger and Transactions. The filing includes exhibits detailing the Merger Agreement and Voting Agreements.