Coeptis Therapeutics S-4 Declared Effective by SEC, Proxy Mailing Begins in Anticipation of the Merger Transaction with Z Squared
WEXFORD, Pa., Jan. 06, 2026 (GLOBE NEWSWIRE) -- Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) ("Coeptis" or the "Company"), a next-gen technology and biopharmaceutical company, , announced today that its registration statement on Form S-4 (File No. 333-288329) (as amended, the "Registration Statement"), relating to the previously announced merger transaction (the "Transaction") with Z Squared Inc. ("ZSQ"), has been declared effective by the U.S. Securities and Exchange Commission ("SEC") and that it will commence mailing the definitive proxy statement/prospectus relating to the Annual/Special Meeting (the "Stockholder Meeting") of the Company's stockholders to be held on January 30, 2026, in connection with the Transaction. The proxy statement/prospectus is being mailed to the Company's stockholders of record as of the close of business on January 2, 2026 (the "Record Date"). Notice of the Stockholder Meeting will be mailed on or about January 7, 2026 to stockholders of record as of the Record Date.
While the combined company has submitted an application to list the combined company's common stock on The Nasdaq Stock Market LLC, approval has not yet been obtained and there can be no assurance that such listing application will be approved or that the combined company will meet the applicable listing standards. If the combined company is unable to obtain listing on a national securities exchange, the combined company's securities will continue to trade on the OTC Markets following the Transaction.
About Coeptis.
COEPTIS, Inc., together with its subsidiaries Coeptis Pharmaceuticals, Inc., GEAR Therapeutics, Inc., SNAP Biosciences, Inc., and Coeptis Technologies, Inc (collectively "Coeptis"), is a biopharmaceutical and technology company. The biopharmaceutical divisions focus on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases. Coeptis aims to advance treatment paradigms and improve patient outcomes through its cutting-edge research and development efforts.
The Company's therapeutic portfolio is underscored by assets licensed from Deverra Therapeutics, which include an allogeneic cellular immunotherapy platform and DVX201, a clinical-stage, unmodified natural killer cell therapy technology. COEPTIS is also developing a universal, multi-antigen CAR technology licensed from the University of Pittsburgh (SNAP-CAR), alongside GEAR cell therapy and companion diagnostic platforms in collaboration with VyGen-Bio and distinguished medical researchers at the Karolinska Institute.
Building on its core competencies, COEPTIS has recently established a Technology Division, which focuses on enhancing operational capabilities through advanced technologies. This division features AI-powered marketing software and robotic process automation tools acquired from NexGenAI Solutions Group, designed to optimize business processes and improve overall efficiency.
Headquartered in Wexford, PA, COEPTIS is dedicated to advancing its mission within the regulatory framework set forth by the FDA, ensuring that all activities align with the highest standards of compliance and patient care. For more information on COEPTIS, visit https://coeptistx.com.
About Z Squared:
Z Squared is dedicated to building a sustainable and efficient cryptocurrency mining operation and is positioned among credible mid-cap miners with 9,000 actively generating ASIC miners focused on Dogecoin (DOGE), Litecoin (LTC) and addressing its $20B and $6B market caps, respectively. Our aim is to grow responsibly, leveraging advanced technology and strategic operations to establish ourselves as a significant player in the U.S. mining industry.
Participants in the Solicitation
Coeptis, Z Squared Inc. and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from Coeptis' and Z Squared's stockholders with respect to the proposed Transaction. Investors and securityholders may obtain more detailed information regarding the names and interests in the Transaction of the directors and officers of each of Coeptis and Z Squared in the proxy statement/prospectus for the proposed Transaction as field with the SEC, including the Registration Statement.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When we use words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve risks and uncertainties that may cause the actual results to differ materially from our expectations discussed in the forward-looking statements. These statements are subject to significant uncertainties and risks including, but not limited, to those risks contained in reports filed by Coeptis with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in Coeptis' filings with the U.S. Securities and Exchange Commission, including the Registration Statement, which are available for review at www.sec.gov. Neither Coeptis nor Z Squared undertake any obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.
Contacts
