M&A - Coeptis Therapeutics Holdings, Inc.

Form Type: S-4

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000168316825004762

Filing Summary: On April 25, 2025, Coeptis Therapeutics Holdings, Inc. entered into a Merger Agreement with CP Merger Sub, Inc. and Z Squared Inc. Under the terms, Merger Sub will merge with Z Squared, which will survive as a wholly owned subsidiary of Coeptis. Z Squared Security Holders will receive Coeptis Common Stock as consideration, calculated based on specific conditions related to the asset value of Z Squared. The merger aims to combine operations and streamline the business under the Coeptis name, which will be changed to Z Squared Inc. The stockholders are called to vote on key proposals including the merger, a spin-out of certain biopharmaceutical operations, and an equity incentive plan for the combined company. The proposed merger reflects strategic advancements and shareholder benefits post-completion. Coeptis will also apply for listing on The Nasdaq following the merger.

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.