Coeptis Therapeutics Holdings, Inc.

VERIFIED 8-K SUMMARY: Coeptis Therapeutics Announces Transformative Strategic Shift

Coeptis Therapeutics Holdings, Inc. recently announced a series of significant strategic changes following shareholder approval. This summary details the core events, their strategic rationale, and key considerations for investors.

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1. What Happened? (The Core Event)

• Event Description: Coeptis Therapeutics shareholders approved transformative changes at a recent meeting. These include:
  • Merger with Z Squared Technologies: Coeptis is merging with Z Squared Technologies, a leading innovator in AI-driven healthcare analytics and digital therapeutics. In an all-stock transaction, Coeptis shareholders will receive 0.75 shares of Z Squared Inc. for each Coeptis share they own.
  • Spin-out of Biopharmaceutical Business: Coeptis will also spin out most of its existing biopharmaceutical business, except its promising GEAR Therapeutics, Inc. CAR T-cell therapy platform. This will form a new, independent publicly traded company called BioPharma Solutions Inc.
  • Name Change: The combined company will then be renamed Z Squared Inc.
  • Shareholder Approval: Shareholders overwhelmingly approved these proposals, which also included a new equity incentive plan and the appointment of a new board of directors.
  • In essence, Coeptis is undergoing a complete transformation: merging with a new partner in a different industry, divesting a significant portion of its existing business, and adopting a new name and identity.

2. When Did It Happen?

• Event Date/Timeline: Shareholders approved these significant changes at an Annual and Special Meeting on January 30, 2026. The company reported the official results to the SEC on February 4, 2026.

3. Why Did It Happen? (Strategic Rationale & Financial Implications)

• Impact Assessment (Strategic Rationale): This represents a major strategic pivot, aiming to create a diversified healthcare technology leader.
  • Strategic Focus: The merger combines Coeptis's innovative biopharmaceutical pipeline (specifically GEAR Therapeutics) with Z Squared's advanced AI and data analytics capabilities. This aims to establish a stronger position in the evolving healthcare landscape.
  • Value Creation: The merger is expected to unlock significant annual synergies, estimated at $25 million, by leveraging Z Squared's operational efficiencies and market reach. It also provides a stronger capital base for future growth and innovation.
  • Unlocking Biopharma Value: The spin-out of BioPharma Solutions Inc. aims to maximize shareholder value. It allows the market to independently assess and value distinct biopharmaceutical assets, which may have been undervalued within the broader Coeptis structure. This also enables the new Z Squared Inc. to focus capital and resources on its core healthcare technology and CAR T-cell therapy strategy.
  • Targeted Growth: Retaining GEAR Therapeutics within Z Squared Inc. signals a strategic focus on high-potential, cutting-edge therapies. These therapies can potentially benefit from Z Squared's technological expertise and a more focused capital allocation.

4. Why Does This Matter? (Impact, Risks, and New Direction)

• Impact Assessment: This is a significant development. It represents not just an operational change, but a fundamental restructuring and rebranding that redefines Coeptis's identity and investment thesis.
  • New Strategic Focus: Z Squared Inc. will pivot to a dual strategy: AI-driven healthcare analytics and the development of advanced CAR T-cell therapies (via GEAR Therapeutics). This marks a significant departure from Coeptis's prior broad biopharma focus.
  • Financial Impact: The combined company projects a stronger balance sheet and enhanced access to capital, potentially accelerating development timelines. However, investors should consider the integration risks of combining two distinct companies and the potential for dilution from the new equity incentive plan.
  • Change of Control & Leadership: Shareholders approved a new board of directors, including experienced leaders from Z Squared and independent healthcare technology experts. This signals a fresh strategic direction and management oversight.
  • Market Re-evaluation: Investors will need to re-evaluate the company based on its new business model, market opportunities, and competitive landscape across both AI healthcare technology and advanced cell therapies.

5. Who Is Affected? (Shareholder Specifics)

• Impact Assessment (Who is Affected):
  • Current Coeptis Shareholders: Your shares will convert into shares of the new Z Squared Inc. at the approved exchange ratio of 0.75:1. Additionally, you will receive shares in the newly spun-out BioPharma Solutions Inc. via a tax-free dividend, allowing participation in both new entities.
  • The New Z Squared Inc.: Will operate as a diversified healthcare technology company, integrating teams and technologies from both Coeptis (GEAR Therapeutics) and Z Squared Technologies.
  • BioPharma Solutions Inc.: Will be an independent, publicly traded biopharmaceutical company focused on its diverse oncology and rare disease pipeline assets. Its success will depend on its own management, pipeline, and market performance.
  • Employees: Significant changes in roles and responsibilities are expected across both the combined Z Squared Inc. and the spun-out BioPharma Solutions Inc.

6. What Happens Next? (Key Milestones & Timelines)

• Event Date/Timeline (Future): With shareholder approval secured, the company will now proceed with the merger, spin-out, and name change.
  • Expected Closing: The company anticipates closing the merger and spin-out transactions by Q3 2026. This is subject to customary closing conditions and regulatory approvals from the FTC and relevant health authorities.
  • New Ticker Symbols: Upon closing, the new Z Squared Inc. expects to trade under the ticker symbol ZSQR, and BioPharma Solutions Inc. will also have its own ticker, BPSI.
  • Further Details: Upcoming SEC filings and investor presentations are expected to provide further details on the leadership teams for both Z Squared Inc. and BioPharma Solutions Inc., as well as the specific distribution mechanics for the spin-out shares.
  • Financial Outlook: Investors should look for pro forma financial statements in future filings, detailing the combined company's financial outlook and the standalone financials for BioPharma Solutions Inc.

7. What Should Investors/Traders Know? (Actionable Insights)

• Key Takeaways for Investors: Here are the key takeaways for investors:
  • This is a complete transformation. Investors must now shift their investment thesis for Coeptis to evaluating Z Squared Inc.'s potential in AI-driven healthcare and CAR T-cell therapy, and separately, BioPharma Solutions Inc.'s prospects as a standalone biopharma company.
  • Due Diligence is Crucial: Research Z Squared Technologies' historical performance, management, market position, and growth strategy. Understand the pipeline and market for both GEAR Therapeutics and BioPharma Solutions Inc.
  • Monitor Transaction Details: Pay close attention to the final exchange ratios, spin-out distribution details, and closing timelines, as these will directly impact the value of your current holdings.
  • High Volatility Expected: Major corporate actions like these often lead to increased stock price volatility. Investors should prepare for potential fluctuations as the market digests the new information and the transactions progress.
  • Re-evaluate Your Portfolio: Given the magnitude of these changes, a thorough re-evaluation of your investment in Coeptis (soon to be Z Squared Inc. and BioPharma Solutions Inc.) is highly recommended to align with individual investment goals and risk tolerance.