8-K: Coeptis Stockholders Approve Z Squared Merger, Spin-Out

Coeptis Therapeutics Holdings, Inc. stockholders overwhelmingly approved all key proposals, including the merger with Z Squared, a biopharmaceutical spin-out, and a corporate name change.

Summary

• Stockholders of Coeptis Therapeutics Holdings, Inc. held an Annual and Special Meeting on January 30, 2026, to vote on nine proposals.
• There were 5,680,111 shares of common stock outstanding and entitled to vote as of the January 2, 2026 record date, with 3,697,558 shares represented, constituting a quorum.
• Proposal 1, the Merger Proposal with Z Squared, was approved with 3,472,303 votes FOR, 225,250 AGAINST, and 5 ABSTAIN.
• Proposal 2, the Spin Out Proposal of Coeptis biopharmaceutical operations (excluding GEAR Therapeutics), was approved with 3,470,423 votes FOR, 225,865 AGAINST, and 1,270 ABSTAIN.
• Proposal 3, the Coeptis Name Change to Z Squared Inc., was approved with 3,471,316 votes FOR, 226,240 AGAINST, and 2 ABSTAIN.
• Proposal 4, the adoption of a new Equity Incentive Plan for the combined company, was approved with 3,681,614 votes FOR, 12,291 AGAINST, and 3,653 ABSTAIN.
• Proposal 5, the election of Bryan Fuerst, Adam Sohn, David Halabu, Michelle Burke, and Kenneth Cooper to the Board of the combined company, was approved with significant majorities for each candidate.
• Proposal 6, the Option Proposal to reprice or replace certain outstanding options, was approved with 3,453,849 votes FOR, 241,823 AGAINST, and 1,886 ABSTAIN.
• Proposal 7, the ratification of Astra Audit & Advisory, LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025, was approved with 3,695,612 votes FOR, 96 AGAINST, and 1,850 ABSTAIN.
• Proposal 8, the non-binding advisory vote to approve executive compensation, was approved with 3,691,897 votes FOR, 2,849 AGAINST, and 2,812 ABSTAIN.
• Proposal 9, the Adjournment Proposal, was not presented at the meeting.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive development, as the overwhelming shareholder approval for all strategic proposals, including a significant merger and spin-out, indicates strong alignment and confidence in the company's future direction.

Positives

• All nine proposals presented to stockholders were approved with overwhelming majorities, indicating strong shareholder support for the company's strategic direction.
• The approval of the merger with Z Squared and the spin-out of biopharmaceutical operations provides a clear path for strategic restructuring and potential value creation.
• The adoption of a new equity incentive plan and the approval for option repricing can help align management and employee incentives with the combined company's goals.
• The election of all proposed board members and the ratification of the independent auditor demonstrate stable corporate governance.

Negatives

• While overwhelmingly approved, some shareholders voted against key strategic proposals such as the merger (225,250 votes against), the spin-out (225,865 votes against), and the option repricing (241,823 votes against).

Future Outlook

The overwhelming approval of the merger with Z Squared, the spin-out of non-core biopharmaceutical operations, and the corporate name change to Z Squared Inc. signals a clear strategic direction for the company. This indicates a future focused on the combined entity's objectives and a restructured operational landscape.

Management Comments

• The report was signed by David Mehalick, Chief Executive Officer of Coeptis Therapeutics Holdings, Inc.

Industry Context

StockSavvy.ai notes that the approval of a merger and spin-out in the biopharmaceutical sector often reflects a strategy to unlock value by separating distinct business units or to gain scale and pipeline diversity through acquisition. The name change to Z Squared Inc. suggests a complete rebranding post-merger, aiming for a fresh identity for the combined entity, which is a common practice to signify a new strategic chapter.

Comparison to Industry Standards

• Shareholder approval rates for strategic transactions like mergers and spin-outs typically require significant support. The high 'FOR' votes across all proposals, particularly for the merger (93.9% of votes cast, excluding broker non-votes) and spin-out (93.9% of votes cast, excluding broker non-votes), are indicative of strong shareholder confidence, comparable to successful strategic realignments seen in companies like Pfizer's spin-off of Upjohn (Viatris) or GSK's spin-off of Haleon, where shareholder mandates were clear.
• The approval of a new equity incentive plan and option repricing is also a common practice in mergers to align new management and employee incentives with the combined entity's goals, similar to post-merger compensation restructurings at companies like Bristol-Myers Squibb after its acquisition of Celgene.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Significant strategic changes (merger, spin-out, name change) have been approved, which will fundamentally alter the company's structure and focus, potentially impacting future share value and investment thesis.
• Employees: The new equity incentive plan and option repricing could affect compensation, motivation, and retention, particularly for employees transitioning to the combined entity or those involved in the spin-out.
• Management: A new board of directors has been elected, and new incentive structures are in place, indicating a refreshed leadership and compensation framework for the combined entity.
• Customers/Partners: The merger and spin-out could lead to changes in product offerings, service delivery, or partnership structures, depending on the nature of the combined and separated businesses.

Next Steps

• Completion of the merger with Z Squared.
• Execution of the spin-out of Coeptis biopharmaceutical operations (excluding GEAR Therapeutics).
• Formal change of the corporate name from Coeptis Therapeutics Holdings, Inc. to Z Squared Inc.
• Implementation of the new equity incentive plan for the combined company.
• Integration of the newly elected Board of Directors.
• Repricing or replacement of certain outstanding options under the existing 2022 Equity Incentive Plan.

Key Dates

Recommendation

The overwhelming shareholder approval of all strategic proposals, including a transformative merger with Z Squared and a focused spin-out of non-core biopharmaceutical operations, signals strong internal alignment and a clear path forward. This decisive mandate from stockholders reduces uncertainty and positions the company for potential value creation through strategic restructuring and a new corporate identity. The approval of a new equity incentive plan also suggests a commitment to aligning management and employee interests with long-term shareholder value, making this an attractive investment opportunity.

Keywords

Coeptis Therapeutics, Z Squared, Merger, Spin-Out, Stockholder Meeting, Corporate Governance, Biopharmaceutical, Equity Incentive Plan, Nasdaq