Coeptis Therapeutics Holdings, Inc.

Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) filed an S-1 registration statement for the resale of up to 100,000 shares of common stock by a selling securityholder. These shares are issuable upon the exercise of outstanding warrants at $12.00 per share. The company will not receive proceeds from the resale, but could receive up to $1,200,000 if all warrants are exercised. The filing notes that the resale could adversely affect the market price of its common stock and highlights substantial doubt about the company's ability to continue as a going concern, despite its strategic expansion into AI and high-density compute infrastructure.

Z Squared Inc. has entered into a binding Letter of Intent to acquire a 51% majority membership interest in Paradox Data LLC, a digital infrastructure company specializing in high-density, immersion-cooled compute. The acquisition, valued at $5 million in Series D Convertible Preferred Stock, aims to significantly expand Z Squared's AI infrastructure capabilities. Paradox Data's key asset is the Union County Campus, a next-generation data center site targeting up to 150 MW of firm power, with 8 MW already operational.

Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) has filed a Form S-1 registration statement with the SEC on June 9, 2026. This filing pertains to the potential resale of up to 41,584,562 shares of common stock by designated selling securityholders. These shares constitute a significant portion, approximately 80.85%, of the company's outstanding stock as of June 8, 2026. The shares were primarily acquired by former members of BSG Series CM, LLC following a business combination. Substantial lock-up and leak-out restrictions are in place, set to expire on October 27, 2027, though they may be terminated earlier under certain conditions. The company's common stock is listed on the Nasdaq Global Market under the ticker symbol 'ZSQR'.

Z Squared Inc. entered into a $50 million committed equity forward purchase agreement with LucentHash / Data Part Capital to fund its expansion into AI infrastructure. This flexible financing will support acquisitions and site conversions, advancing the company towards its Phase 1 goal of 100 megawatts of AI-ready capacity. The agreement allows Z Squared to draw funds at its discretion, with shares priced at 95% of the 5-day volume-weighted average price and subject to a $5.00 initial floor price. Additionally, Z Squared announced a binding letter of intent to acquire Skycore Digital, which owns sites with up to 42 MW of potential capacity.

Coeptis Therapeutics Holdings, Inc. announced that Michelle Burke resigned as Co-Chief Executive Officer and director, effective May 22, 2026. Her resignation was not due to any disagreement with the company. Following her departure, David Halabu, who previously served as Co-CEO alongside Ms. Burke, will continue as the sole Chief Executive Officer of the company. Mr. Halabu's compensation arrangements remain unchanged.

Z Squared, Inc. announced its Phase 1 plan to achieve 100 megawatts (MW) of AI-ready infrastructure capacity for inference workloads across multiple U.S. sites within the next 18 months. This strategic expansion will be pursued through an "acquire-and-convert" engine, focusing on operating sites with existing power. As a first step, the company signed a binding letter of intent to acquire Skycore Digital, which operates approximately 24 MW of energized capacity in North Carolina, with an expansion path to 42 MW. Z Squared highlights its virtually debt-free balance sheet to support this growth.

Coeptis Therapeutics Holdings, Inc. completed a reverse acquisition with Z Squared, Inc. on April 24, 2026, and subsequently changed its corporate name to Z Squared Inc. The company's principal business has shifted to digital asset mining, with most biopharmaceutical operations spun out. For the three months ended March 31, 2026, the company reported an increased net loss of $4,020,896, up from $3,420,941 in the prior year, despite sales increasing to $113,771. The company also noted substantial doubt about its ability to continue as a going concern.

Z Squared Inc. announced the completion of its business combination with Coeptis Therapeutics Holdings, Inc., with its shares commencing trading on the Nasdaq Global Market under the ticker symbol "ZSQR" on April 27, 2026. The combined company now has approximately 51.5 million shares outstanding, with former Z Squared Opco stockholders owning about 85%. Concurrently, Z Squared entered a binding letter of intent to acquire Skycore Digital LLC for up to $22 million in Series B Convertible Preferred Stock, significantly expanding its AI infrastructure capacity. The company also announced key executive appointments, including Michelle Burke as Co-CEO and Ryan Schadel as CMO, and issued shares for consulting services.

Coeptis Therapeutics Holdings, Inc. completed its merger with Z Squared Inc. on April 24, 2026, with Z Squared surviving as a wholly-owned subsidiary. Following the merger, Coeptis changed its name to Z Squared Inc. (Pubco). Concurrently, Coeptis divested substantially all of its biopharmaceutical operations through a spin-out to its stockholders, retaining GEAR Therapeutics, Inc. as a subsidiary. The pro forma financials reflect a significant reduction in assets and liabilities for the remaining entity, along with a reduced net loss.

Z Squared, Inc. provided supplemental information regarding its previously announced pro rata dividend distribution of shares in its subsidiary, Coeptis Holdings, Inc. Shareholders of record on January 2, 2026, will receive one share of non-transferable Coeptis Holdings, Inc. common stock for every share of Z Squared common stock held. The distribution was effected on April 27, 2026, the same day Z Squared's common stock commenced trading on the Nasdaq Global Market under the ticker symbol "ZSQR".