Filing Analysis
Z Squared Inc. filed an amendment to the executive employment agreement for its Chief Technology Officer, Jeffery Harris. The amendment specifically fixes the number of restricted stock units (RSUs) for his first-year award at 49,778 units.
📋 Key Facts
- Amendment No. 1 to the Employment Agreement with CTO Jeffery Harris was entered into on August 24, 2026.
- The amendment fixes the first-year RSU award at 49,778 units.
- The original agreement (reported June 24, 2026) provided for an annual bonus in RSUs equal to three times the base salary.
Z Squared Inc. entered into a Membership Interest Purchase Agreement to acquire 100% of Paradox Data, LLC for up to $25 million in total consideration via Series A Preferred Stock and milestone payments. The transaction involves a significant related-party interest held by the Company's CTO.
🚩 Red Flags
- Related-party transaction: CTO Jeffery Harris holds an indirect interest in the Seller/Energy entities, potentially totaling $3.6 million if all milestones are met.
- Potential dilution: Issuance of Series A Preferred Stock is capped at 19.99% without shareholder approval; failure to obtain approval triggers a cash payment obligation of $1,000 per share.
- Going concern risk mentioned in forward-looking statements regarding the ability to continue as a going concern.
📋 Key Facts
- Acquisition of 100% of Paradox Data, LLC from Paradox Infrastructure LLC.
- Total potential consideration: $5 million in initial Series A Preferred Stock + up to $20 million in milestone-based shares (totaling $25 million).
- Series A Preferred Stock features an 8.0% annual dividend, payable quarterly in cash or kind at the holder's election.
- Conversion price for initial shares is set at $7.45 per share.
- Milestone payments are tied to achieving up to 150 MW of capacity through request-for-service and energization milestones.
- The transaction includes a leaseback arrangement where the Seller will lease back the existing building.
Z Squared Inc. has terminated two significant equity financing agreements, including a $300 million At-The-Market (ATM) offering and a $50 million Forward Purchase Agreement. The company stated that no shares were issued under either program prior to termination.
🚩 Red Flags
- Abrupt termination of two major capital raising mechanisms within a short period (May and July 2026).
- Potential signal of failed financing attempts or shifting strategic direction regarding equity dilution.
📋 Key Facts
- Terminated ATM Sales Agreement with Roth Capital Partners, LLC (effective July 21, 2026).
- ATM Program aggregate offering size was up to $300,000,000.
- Terminated Committed Equity Forward Purchase Agreement with Translucent Matter Inc. (effective August 17, 2026).
- Forward Purchase Agreement size was up to $50,000,000.
- No termination fees or penalties are payable for either termination.
- The company confirmed no shares were sold or issued under these programs as of the filing date.
Z Squared Inc. has entered into a First Amendment to its Letter of Intent (LOI) regarding the proposed acquisition of Skycore Digital LLC. The amendment significantly alters the terms by extending the deadline, eliminating break-up fees, and removing exclusivity requirements.
🚩 Red Flags
- Termination of exclusivity: The Sellers can now negotiate with other potential buyers, increasing deal uncertainty.
- Elimination of break-up fee: Reduces the cost for the Company if it fails to close, but also indicates a shift in bargaining power toward the Sellers or a lack of commitment from the buyer.
📋 Key Facts
- The 'Drop Dead Date' for the Skycore Acquisition has been extended from June 30, 2026, to January 15, 2027.
- A previously required $500,000 break-up fee payable by Z Squared Inc. has been eliminated in its entirety.
- Exclusivity provisions have been terminated; discussions are now non-exclusive for all parties involved.
- The LOI is non-binding and provides no obligation to execute definitive documentation or consummate the transaction.
Z Squared Inc. entered into a sales agreement with Roth Capital Partners, LLC to facilitate an 'at-the-market' (ATM) offering of common stock up to an aggregate price of $300,000,000.
🚩 Red Flags
- Potential for significant shareholder dilution due to the large $300M ATM offering capacity.
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can create downward pressure on the stock price during the selling period.
📋 Key Facts
- Entered into Sales Agreement with Roth Capital Partners, LLC on July 6, 2026.
- Aggregate offering amount: up to $300,000,000 in common stock.
- The offering will be conducted via an 'at-the-market' (ATM) method using a shelf registration statement (Form S-3).
- Agent commission is set at 3.0% of the gross sales price.
- Shares can be sold on Nasdaq or through market makers/negotiated transactions.
Z Squared Inc. appointed Jeffery Harris as Chief Technology Officer, who is also the founder of Paradox Data LLC, a company the registrant is currently in the process of acquiring via a binding Letter of Intent.
🚩 Red Flags
- Related-party transaction: The new CTO is the founder of the company being acquired.
- Potential conflict of interest regarding the terms of the acquisition and his compensation package.
- High dilution risk via $5M liquidation preference in Series D Convertible Preferred Stock.
📋 Key Facts
- Jeffery Harris appointed CTO effective June 24, 2026.
- Harris's compensation includes a $225,000 base salary and an annual RSU bonus with a fair market value of $675,000.
- The company is pursuing the acquisition of Paradox Data LLC via a binding LOI dated June 18, 2026.
- Acquisition consideration for Paradox Data consists of Series D Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000 (no cash/debt).
- The acquisition is subject to a 'drop-dead date' of July 31, 2026.
- Harris has a direct material interest in the proposed Paradox Data transaction as its founder.
Z Squared Inc. announced the completion of a $15.4 million share issuance under its existing Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. Additionally, the company reported inclusion in the Russell 3000 and Russell 2000 indices.
🚩 Red Flags
- Use of a Standby Equity Purchase Agreement (SEPA) often indicates a need for immediate liquidity to fund operations.
- The issuance is via an exempt transaction under Section 4(a)(2), which avoids the standard registration process for the initial sale.
📋 Key Facts
- Completed an advance under a SEPA on June 26, 2026.
- Issued 1,302,806 shares of common stock to YA II PN, Ltd.
- Issuance price was $11.8351 per share.
- Total aggregate gross proceeds from this advance: $15,418,839.29.
- The company has a total SEPA capacity of up to $20,000,000 with YA II PN, Ltd.
- Confirmed inclusion in the Russell 3000® Index and Russell 2000® Index effective after June 26, 2026 close.
Z Squared Inc. entered into a non-binding Letter of Intent to acquire a majority membership interest in Paradox Data LLC, a digital infrastructure company specializing in immersion-cooled compute technology. The transaction is structured as an all-stock deal involving the issuance of newly designated Series D Convertible Preferred Stock.
🚩 Red Flags
- All-stock transaction: The acquisition relies entirely on the issuance of new equity (Series D Preferred), which may lead to significant dilution for existing shareholders.
- Uncertainty of closing: The deal is subject to several conditions including due diligence and stockholder approval, with a very short window until the July 31 drop-dead date.
📋 Key Facts
- Entered into a binding Letter of Intent (LOI) on June 18, 2026, to acquire Paradox Data LLC.
- Transaction structure: All-equity; no cash consideration and no debt financing involved.
- Consideration: Issuance of Series D Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000.
- The deal is subject to a 'drop-dead' date of July 31, 2026.
- Transaction requires stockholder approval per Nasdaq listing rules.
Z Squared Inc. entered into a Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital, providing the company access to up to $50 million in common stock funding over an 18-month period.
🚩 Red Flags
- Potential for significant dilution if the full $50 million is drawn, especially if the stock price drops toward the $3.00 absolute floor.
- The agreement involves a British Virgin Islands entity (Translucent Matter Inc.), which can sometimes complicate legal recourse.
📋 Key Facts
- Total commitment amount: up to $50,000,000 in common stock.
- Pricing: 95% of the 5-day volume-weighted average price (VWAP) per draw.
- Draw constraints: Minimum $50,000 and maximum $5,000,000 per draw; minimum 14 days between draws.
- Floor price: Initial floor of $5.00 per share, with an absolute floor of $3.00 per share.
- Commitment fee: $500,000 (1% of total) payable in five installments of $100,000 in shares.
- Lock-up: Shares are restricted with a nine-month contractual lock-up from issuance date.
- Exchange Cap: Issuances limited to 19.99% of outstanding shares unless shareholder approval is obtained.
Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) filed an amendment to a previous 8-K to provide required audited financial statements and updated pro forma information following a reverse merger completed on April 24, 2026. The transaction is accounted for as a reverse acquisition where Z Squared OpCo Inc. is the accounting acquirer.
🚩 Red Flags
- Reverse merger structures in micro-cap companies can often be used to bypass traditional IPO scrutiny or facilitate rapid pivots in business models.
📋 Key Facts
- Merger completed on April 24, 2026, between CP Merger Sub, Inc. and Z Squared Inc. (Wyoming).
- The transaction is structured as a reverse acquisition under ASC 805-40.
- The filing provides audited financial statements for Z Squared OpCo Inc. for the fiscal years ended December 31, 2024 and 2025.
- Updated pro forma condensed combined financial information includes data as of March 31, 2026.
- The company has changed its name from Coeptis Therapeutics Holdings, Inc. to Z Squared Inc.
Z Squared Inc. (ZSQR) filed an 8-K on May 22, 2026 disclosing the resignation of Co-Chief Executive Officer and Director Michelle Burke, effective immediately. Burke's departure comes just 28 days after the company's business combination closed on April 24, 2026, raising questions about leadership stability in the critical post-merger integration period. David Halabu, who served as Co-CEO alongside Burke, will continue as sole CEO.
🚩 Red Flags
- Co-CEO departure just 28 days post-business combination close is highly unusual and may signal internal friction or strategic misalignment not disclosed under boilerplate 'no disagreement' language.
- Burke returning to Minting Dome, Inc. — a company holding an active Master Services Agreement with Z Squared — creates a potential related-party conflict of interest going forward.
- Board vacancy created by Burke's resignation has not been filled, creating a governance gap in the immediate post-merger period.
- Company underwent a full name and ticker change (Coeptis Therapeutics → Z Squared Inc., COEP → ZSQR), suggesting a significant and rapid strategic transformation with limited public track record under new identity.
- Sole remaining CEO's background is primarily in trading and real estate — not obviously aligned with the company's apparent operational focus — raising questions about strategic direction.
📋 Key Facts
- Michelle Burke resigned as Co-CEO and Director effective May 22, 2026 — only 28 days after the business combination closed on April 24, 2026.
- Burke is returning to Minting Dome, Inc., with which the Company maintains an existing Master Services Agreement.
- David Halabu (age 50) transitions from Co-CEO to sole CEO effective May 22, 2026.
- Halabu has served as CEO of Z Squared OpCo Inc. (wholly-owned operating subsidiary) since June 2024.
- No successor has been appointed to fill the Board vacancy created by Burke's resignation.
- Burke's resignation was stated to not be the result of any disagreement with the Company on operations, policies, or practices.
- No changes were made to Halabu's compensation arrangements.
- The Company is formerly known as Coeptis Therapeutics Holdings, Inc., now trading as ZSQR on Nasdaq Global Market.
- Halabu's background is in trading, real estate, and alternative investments — not traditional pharma/biotech.
Z Squared Inc. announced its Phase 1 plan to reach 100 megawatts (MW) of AI-ready infrastructure capacity dedicated to inference workloads. The announcement was made via a press release on May 19, 2026, and furnished under Item 7.01.
🚩 Red Flags
- Potential organizational confusion or recent restructuring, as the filing header references 'COEPTIS THERAPEUTICS HOLDINGS, INC.' and ticker 'COEP', while the body of the filing refers to 'Z Squared Inc.' and ticker 'ZSQR'.
📋 Key Facts
- Z Squared Inc. announced a Phase 1 plan to achieve 100 MW of AI-ready infrastructure capacity.
- The infrastructure capacity is specifically targeted for AI inference workloads.
- The press release was dated May 19, 2026, and furnished as Exhibit 99.1.
- The report was signed by Co-CEO David Halabu on May 20, 2026.
Z Squared Inc. (formerly Coeptis Therapeutics) entered into a binding LOI to acquire Skycore Digital LLC for up to $22 million in preferred stock and announced a total turnover of its executive leadership and board following a merger. The company also disclosed multiple equity-based compensation agreements with various consulting and investor relations firms.
🚩 Red Flags
- Complete turnover of the Board of Directors and executive management team in a single event.
- Significant pivot in business model implied by the acquisition of data center assets (Skycore) by a company formerly named Coeptis Therapeutics.
- High volume of equity-based compensation for investor relations and marketing services, which can be dilutive and sometimes associated with stock promotion.
- Multiple 8-K items (1.01, 3.02, 5.02) filed simultaneously indicating complex corporate restructuring.
📋 Key Facts
- Binding LOI to acquire 100% of Skycore Digital LLC for an initial $18 million in Series B Convertible Preferred Stock, potentially increasing to $22 million based on power capacity milestones.
- The Series B Preferred Stock features an 8% cash or 10% PIK dividend and a mandatory redemption on the seventh anniversary of closing.
- Complete resignation of all prior directors and officers effective April 27, 2026, following a merger with Z Squared Opco, Inc.
- Appointment of David Halabu and Michelle Burke as Co-CEOs and Brian Cogley as CFO.
- Issuance of 200,000 shares to Group 10 Holdings and up to 566,000 shares to Moneta Advisory Partners for consulting and IR services.
- Additional share issuances for IR services to MZHCI, LLC ($100,000 value) and Retail Sparks ($75,000 value).
Coeptis Therapeutics Holdings, Inc. completed a reverse merger with Z Squared Inc. on April 24, 2026, resulting in a change of control, a name change to Z Squared Inc., and a ticker change to ZSQR. The transaction involved a complete turnover of the board and executive management, and the spin-off of legacy biopharmaceutical assets to pre-merger shareholders.
🚩 Red Flags
- Reverse merger structure, which is a common method for private companies to bypass the traditional IPO process.
- Complete turnover of management and the board of directors.
- Complex pre-merger asset reorganization and pro-rata dividend distribution to legacy shareholders.
- Significant dilution for legacy COEP shareholders, who now hold a minority stake in the new entity.
📋 Key Facts
- Merger completed on April 24, 2026, with Z Squared Inc. (Wyoming) becoming a wholly owned subsidiary of the registrant.
- The registrant issued 43,877,497 shares of common stock to Z Squared stockholders as merger consideration.
- Total post-merger shares outstanding are 51,431,493, with Z Squared stockholders owning approximately 85% of the company.
- The company changed its name to Z Squared Inc. and its ticker symbol from 'COEP' to 'ZSQR' effective April 27, 2026.
- All previous directors and officers resigned, replaced by a new five-member board and executive team led by CEO David Halabu.
- Legacy biopharmaceutical assets (excluding GEAR Therapeutics, Inc.) were reorganized into Coeptis Holdings, Inc. (CHI) and distributed as a dividend to pre-merger stockholders.
- The transaction is accounted for as a reverse merger, with Z Squared OpCo Inc. as the accounting acquirer.
Coeptis Therapeutics Holdings, Inc. issued a press release providing supplemental information regarding its business combination with Z Squared, Inc. (NASDAQ: ZSQR). The update also includes details on a pro rata dividend distribution of Coeptis's pre-combination biopharmaceutical business to its shareholders.
📋 Key Facts
- The company is undergoing a business combination with Z Squared, Inc. (NASDAQ: ZSQR).
- A pro rata dividend distribution is planned for Coeptis's pre-business combination biopharmaceutical assets.
- The press release was issued on April 27, 2026, to supplement previous disclosures.
- The filing was signed by Brian Cogley, Chief Financial Officer.
Coeptis Therapeutics Holdings, Inc. announced the successful completion of its business combination with Z Squared Inc. The company will transition its ticker symbol from 'COEP' to 'ZSQR' and expects to begin trading on the Nasdaq Global Market on April 27, 2026.
📋 Key Facts
- Completed business combination with Z Squared Inc. on April 24, 2026.
- Ticker symbol change from 'COEP' to 'ZSQR' effective April 27, 2026.
- The company's shares will trade on the Nasdaq Global Market.
- New CUSIP for the common stock is 98878K108.
Coeptis Therapeutics announced that Nasdaq has conditionally approved the listing of the post-merger company's common stock on the Nasdaq Global Market. The approval is contingent upon the closing of the company's merger with Z Squared Inc., at which point the ticker will change from 'COEP' to 'ZSQR'.
📋 Key Facts
- Nasdaq approved the listing of the post-merger entity on the Nasdaq Global Market.
- The new ticker symbol will be 'ZSQR' following the merger with Z Squared Inc.
- The approval is subject to customary conditions and the successful closing of the merger.
- The announcement was made via press release on April 7, 2026.
- The company's common stock is currently listed on the Nasdaq Capital Market.
Coeptis Therapeutics implemented an option repricing and exchange program for officers and directors, involving the acceleration of vesting and conversion of out-of-the-money options into restricted stock. Additionally, the company announced it has regained compliance with Nasdaq listing rules regarding annual shareholder meeting requirements.
🚩 Red Flags
- Option repricing/exchange programs are often viewed as a sign of significant downward pressure on stock price (out-of-the-money options).
- Accelerated vesting of all participating options is an aggressive compensation move typically used to retain talent during periods of low share price.
- The company was previously in non-compliance with Nasdaq rules regarding shareholder meetings, indicating past administrative or governance lapses.
📋 Key Facts
- Implemented an option repricing/exchange program on February 11, 2026, for holders of options under the 2022 Equity Incentive Plan.
- The program allowed participants to reprice options or exchange them for restricted stock if exercise prices were above current fair market value.
- All participating options had their vesting accelerated so that they became fully vested.
- Specific insiders, including CEO David Mehalick and Daniel Yerace, surrendered options for restricted stock or exercised retained options.
- The company regained compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)G) regarding the timing of its annual meeting on February 9, 2026.
Coeptis Therapeutics Holdings, Inc. held an Annual and Special Meeting of Stockholders on January 30, 2026, where shareholders overwhelmingly approved a merger with Z Squared, a spin-out of biopharmaceutical operations, and a corporate name change to 'Z Squared Inc.'
🚩 Red Flags
- Significant corporate restructuring involving a merger and a spin-out simultaneously.
📋 Key Facts
- Shareholders approved the Merger Proposal (Proposal 1) with 3,472,303 votes in favor.
- Shareholders approved the Spin Out Proposal for non-GEAR Therapeutics operations (Proposal 2).
- The company will change its name from Coeptis Therapeutics Holdings, Inc. to 'Z Squared Inc.' (Proposal 3).
- A new equity incentive plan was adopted for the combined company (Proposal 4).
- All proposed Board of Directors members were approved (Proposal 5).
- Shareholders ratified Astra Audit & Advisory, LLP as independent auditors for FY2025 (Proposal 7).
Coeptis Therapeutics Holdings, Inc. received a notice from Nasdaq indicating it is in violation of listing rules due to failure to hold an annual meeting of shareholders within the required timeframe. The company plans to rectify this by holding its scheduled annual meeting on January 30, 2026.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules
- Failure to meet administrative governance requirements (Annual Meeting Rule)
📋 Key Facts
- Received Nasdaq notification on January 12, 2026, regarding violations of Rules 5620(a) and 5810(c)(2)G).
- Violation stems from failure to hold an annual meeting within 12 months of the Dec 31, 2024 fiscal year end.
- The company has 45 days from Jan 12, 2026, to submit a plan to regain compliance.
- Nasdaq may grant up to 180 days (until June 29, 2026) to regain compliance if a plan is accepted.
- An annual meeting is already scheduled for January 30, 2026.
Coeptis Therapeutics Holdings, Inc. entered into a definitive merger agreement with Z Squared, Inc., which includes a complex restructuring involving the spin-out of Coeptis's existing biopharmaceutical operations and the acquisition of Z Squared via a reverse merger.
🚩 Red Flags
- Highly complex restructuring involving both a merger and a spin-out (increased execution risk).
- Significant asset valuation requirement ($660.3M) tied to the closing of the deal.
- The inclusion of 'operation of mining machines' as a covenant suggests a pivot from biopharma to crypto/mining assets, which may involve high volatility and different regulatory risks.
📋 Key Facts
- Agreement dated April 25, 2025, between Coeptis Therapeutics Holdings, Inc. ('Purchaser') and Z Squared, Inc.
- The transaction involves a 'Spin Out' where Coeptis's biopharmaceutical assets will be assigned to subsidiaries and distributed to stockholders.
- Z Squared will become a wholly-owned subsidiary of Coeptis post-merger; the company name will change.
- Merger consideration for Z Squared shareholders will be a portion of Coeptis Common Stock on a fully-diluted basis.
- Closing conditions include Z Squared having a Company Asset Value of at least $660,300,000 (less debt and transaction expenses) and the delivery of at least 9,000 mining machines.
- The Post-Closing Board will consist of five individuals, with a majority being independent Nasdaq-qualified directors.
Coeptis Therapeutics Holdings, Inc. announced the resignation of its Chief Scientific and Medical Officer, Colleen Delaney, effective March 24, 2025. Ms. Delaney will remain with the company in a consulting capacity for up to six months to facilitate a transition.
🚩 Red Flags
- Departure of a key scientific officer in a biotech company can sometimes signal internal shifts, though mitigated here by the transition agreement.
📋 Key Facts
- Colleen Delaney is resigning from her role as Chief Scientific and Medical Officer.
- Resignation effective date: March 24, 2025.
- Ms. Delaney has been with the company since August 2023.
- The departure is for the purpose of pursuing another business opportunity.
- She will provide transition services on a consulting basis for up to six months.
Coeptis Therapeutics entered into a $1.1 million convertible promissory note with Yorkville (YA II PN, LTD) featuring a variable conversion price and an amortization trigger. Additionally, the company completed its Series A Preferred Stock offering, raising approximately $10 million.
🚩 Red Flags
- Death Spiral Provision: The convertible note includes a variable conversion price (95% of VWAP) which is highly dilutive to existing shareholders.
- Amortization/Repayment Risk: Terms include mandatory monthly principal payments if an 'Amortization Event' occurs, creating significant liquidity pressure.
- High Default Interest: Interest rate jumps from 8% to 18% upon default.
- Floor Price Risk: The $1.00 floor price is significantly lower than the potential conversion cap of $20.00, indicating high volatility risk.
📋 Key Facts
- Entered into a $1,100,000 convertible promissory note with YA II PN, LTD (Yorkville) on January 17, 2025.
- Note carries an 8% annual interest rate, increasing to 18% upon default.
- Maturity date for the note is December 31, 2025.
- Conversion price is the lower of $20.00 or 95% of the 5-day VWAP, with a floor price of $1.00 per share.
- Amortization event triggered if daily VWAP is below $1.00 for five days over a seven-day period.
- Completed Series A Preferred Stock issuance on January 23, 2025, raising ~$10 million at $1,000 per share.
- Series A investors received a 13.91% non-voting equity interest in subsidiaries SNAP Biosciences Inc. and GEAR Therapeutics Inc.
Coeptis Therapeutics Holdings, Inc. has regained compliance with Nasdaq's minimum bid price requirement of $1.00 per share. The company was previously in violation of Nasdaq Listing Rule 5550(a)(2) due to its closing bid price falling below the threshold for 30 consecutive business days.
🚩 Red Flags
- Historical non-compliance with Nasdaq minimum bid price requirements (indicates past extreme volatility or downward pressure).
📋 Key Facts
- The Company received notice from Nasdaq regarding non-compliance with Nasdaq Listing Rule 5550(a)(2).
- As of January 21, 2025, the Company has regained compliance with the $1.00 bid price requirement.
- Nasdaq has notified the company that the matter is now closed regarding this specific rule violation.
- The determination of continued listing was announced via press release on January 22, 2025.
Coeptis Therapeutics Holdings, Inc. has announced a 1-for-20 reverse stock split to be effective after market close on December 30, 2024. The action follows Board and shareholder authorization to implement a ratio between 1-for-3 and 1-for-40.
🚩 Red Flags
- Reverse stock split (typically used to boost share price to meet exchange listing requirements or avoid delisting).
- Significant dilution/concentration risk often associated with reverse splits in micro-cap biotech firms.
📋 Key Facts
- Reverse split ratio: 1-for-20 (within the authorized range of 1-for-3 to 1-for-40).
- Effective Date: After market close on December 30, 2024.
- Trading Date: Post-split shares will trade on Nasdaq Capital Market at market open on December 31, 2024.
- CUSIP Change: The CUSIP number will change to 19207A 207.
- Fractional Shares: No fractional shares will be issued; instead, one whole share will be issued for any entitlement to a fraction.
Coeptis Therapeutics Holdings, Inc. held its Annual Meeting of Stockholders on December 18, 2024, where shareholders approved several key proposals, including a reverse stock split and the authorization of a $20 million Standby Equity Purchase Agreement.
🚩 Red Flags
- Approval of a reverse stock split (often used to maintain Nasdaq listing compliance or combat low share prices).
- Authorization of a $20.0 million Standby Equity Purchase Agreement (indicates potential need for immediate dilutive capital).
📋 Key Facts
- Annual Meeting held on December 18, 2024.
- Shareholders approved an amendment to the certificate of incorporation to authorize a reverse stock split.
- Shareholders approved the issuance of up to $20.0 million in securities via a Standby Equity Purchase Agreement (SEPA).
- Astra Audit & Advisory, LLC was ratified as the independent registered public accounting firm for FY2023.
- Seven directors were elected: David Mehalick, Daniel Yerace, Christopher Calise, Tara Maria DeSilva, Philippe Deschamps, Christopher Cochran, and Gene Salkind.
Coeptis Therapeutics Holdings, Inc. announced it has entered into a Letter of Intent (LOI) to acquire certain assets from a risk mitigation software company. This move is intended to support the company's strategic expansion into the technology sector.
🚩 Red Flags
- Transaction is currently only at the LOI stage, meaning terms and final valuation are not yet disclosed or finalized.
📋 Key Facts
- Entered into a Letter of Intent (LOI) on December 12, 2024.
- Target: Certain assets from an unnamed risk mitigation software company.
- Strategic Goal: Expansion into the technology space.
- Status: Subject to the preparation and execution of definitive documents.
Coeptis Therapeutics Holdings, Inc. has entered into a letter of intent (LOI) to acquire NexGenAI Affiliates Network, an AI-powered marketing and robotic process automation (RPA) platform.
🚩 Red Flags
- Strategic pivot/diversification: Coeptis is a therapeutics company moving into AI-powered marketing/RPA, which represents a significant departure from its core biotech mission.
📋 Key Facts
- Entered into a Letter of Intent (LOI) with NexGenAI Holding Group Inc. on December 3, 2024.
- Target asset is the 'NexGenAI Affiliates Network' platform.
- The target company provides AI-powered marketing software and robotic process automation (RPA) capabilities.
- Transaction is subject to the execution of definitive agreements.
Coeptis Therapeutics entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville, allowing for the sale of up to $20.0 million in common stock at a significant discount to market price. The deal includes a $1.3 million convertible promissory note with aggressive conversion terms and potential amortization triggers.
🚩 Red Flags
- Highly dilutive financing structure (SEPA) common in distressed micro-caps.
- Significant discount to market price (5% below lowest VWAP).
- Aggressive 'Amortization Event' triggers: if stock falls below $0.04 or the Exchange Cap is hit, the company must make monthly cash payments of $250,000 plus interest.
- Convertible note with a very low floor price ($0.04) which facilitates massive dilution if the stock price collapses.
- Interest rate penalty: jumps from 8% to 18% upon default.
📋 Key Facts
- Entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD (Yorkville) on November 1, 2024.
- The SEPA allows for the sale of up to $20.0 million in Common Stock.
- Shares are priced at 95% of the lowest daily VWAP over three consecutive trading days.
- Includes a $1,304,758 convertible promissory note with an 8% interest rate (increases to 18% upon default).
- The Yorkville Note maturity date is November 1, 2025.
- Conversion price for the note is the lower of $1.00 or 95% of the 5-day VWAP, with a floor price of $0.04.
Coeptis Therapeutics Holdings, Inc. has dismissed its independent auditor, Turner, Stone & Company, LLP, and appointed Astra Audit & Advisory, LLC as its new independent registered public accounting firm for the fiscal year ending December 31, 2024.
🚩 Red Flags
- Auditor change in a micro-cap company often signals potential friction, though no direct disagreement was reported.
- Previous audit reports contained 'going concern' explanatory paragraphs for fiscal years 2022 and 2023, indicating significant doubt about the company's ability to continue as a going concern.
📋 Key Facts
- Effective immediately (as of September 24, 2024), Astra Audit & Advisory, LLC has been engaged as the Company's independent auditor.
- Turner, Stone & Company, LLP was dismissed as the Company's independent auditor.
- The Company stated there were no disagreements with Turner regarding accounting principles, practices, or auditing scope/procedures.
- Audit reports for fiscal years 2022 and 2023 did not contain adverse opinions, disclaimers, or qualifications (with the exception of a 'going concern' explanatory paragraph).
- The Company confirmed it did not consult Astra regarding specific transactions or audit opinions prior to this decision.
Coeptis Therapeutics Holdings, Inc. has been granted a second extension by the Nasdaq Hearings Panel to regain compliance with the minimum bid price requirement. The company must demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by January 15, 2025.
🚩 Red Flags
- Delisting risk: The company is under a mandate to regain compliance with the minimum bid price requirement by Jan 15, 2025.
- Capitalization issues: Failed to meet the $5,000,000 minimum stockholders' equity requirement necessary for standard extensions.
- Chronic non-compliance: This is a follow-up to previous notices and failed compliance deadlines.
📋 Key Facts
- The company was originally notified of non-compliance on January 29, 2024, regarding the $1.00 minimum bid price requirement.
- A compliance period expired on July 29, 2024; the company was ineligible for a standard 180-day extension due to failing the $5 million minimum stockholders' equity requirement (Nasdaq Rule 5505(b)).
- The Nasdaq Hearings Panel has granted an extension through January 15, 2025.
- Current listing status remains 'fully effective' during this extension period.
Coeptis Therapeutics Holdings, Inc. has determined that its financial statements for multiple periods ending March 31, 2024, can no longer be relied upon due to accounting errors regarding the classification of note agreements. The company must restate several filings, including its 2023 Form 10-K and recent 10-Qs.
🚩 Red Flags
- Non-reliance on previously issued financial statements (Item 4.02).
- Multiple affected reporting periods spanning over a year.
- History of known weaknesses in disclosure controls and internal control over financial reporting.
- Potential for litigation or regulatory action arising from the restatements.
📋 Key Facts
- Affected periods include: Q3 ended Sept 30, 2023; Year ended Dec 31, 2023; and Q1 ended March 31, 2024.
- The error involves the misclassification of 'notes receivable' which should have been recorded as 'subscription receivables'.
- As of August 12, 2024, the balance of the subscription receivables has been satisfied.
- The company previously disclosed weaknesses in disclosure controls and procedures during 2022 and 2023.
Coeptis Therapeutics Holdings, Inc. has received a delisting determination from Nasdaq after failing to regain compliance with the $1.00 minimum bid price requirement by July 29, 2024. The company is ineligible for further extensions due to insufficient stockholders' equity and plans to appeal the decision via a hearing request.
🚩 Red Flags
- Delisting notice from Nasdaq
- Ineligibility for further extensions due to low stockholders' equity
- Potential imminent suspension of trading (August 8, 2024)
- Likelihood of a reverse stock split to regain compliance
📋 Key Facts
- Received delisting determination letter from Nasdaq on July 30, 2024.
- The company failed to meet the $1.00 minimum bid price requirement by the July 29 deadline.
- Ineligible for a further 180-day extension because it does not meet the $5,000,000 minimum stockholders' equity requirement (Nasdaq Rule 5505(b)).
- Trading suspension is scheduled for August 8, 2024, unless an appeal is filed.
- The company intends to request a hearing before a Nasdaq Hearing Panel by August 6, 2024.
- Management is considering a reverse stock split as part of its compliance plan.
Coeptis Therapeutics raised $4.3 million through the sale of Series A Preferred Stock to investors led by an entity controlled by a board member. The transaction includes significant conversion rights and equity interests in newly formed subsidiaries.
🚩 Red Flags
- Related-party transaction: The lead investor (CJC Investment Trust) is controlled by a sitting board member.
- Potential dilution: Series A Preferred Stock has a conversion price ($0.40) that may be significantly different from market value, and includes beneficial ownership/market limit restrictions.
- Significant equity grant: CEO received 2.4 million fully vested options in a single grant.
📋 Key Facts
- Raised $4.3 million via 4,300 shares of Series A Preferred Stock at $1,000 per share.
- Financing led by CJC Investment Trust, an entity controlled by board member Christopher Calise.
- Series A Investors received a 6.45% non-voting equity interest in subsidiaries SNAP Biosciences Inc. and GEAR Therapeutics Inc.
- Initial conversion price of Series A Preferred Stock is $0.40 per share of common stock.
- Series A Preferred Stock is senior to common stock and contains automatic conversion triggers upon raising $20 million or more.
- CEO David Mehalick was granted 2,400,000 fully vested options on June 13, 2024.
Coeptis Therapeutics Holdings, Inc. has determined that its previously issued financial statements for the fiscal year ended December 31, 2022, and several quarterly periods in 2023, can no longer be relied upon due to accounting errors. The restatements stem from unrecorded liabilities related to a 2022 merger and reimbursement commitments under a research agreement.
🚩 Red Flags
- Non-reliance on previously issued financial statements (Item 4.02).
- Material weakness in internal control over financial reporting noted for 2022 and 2023.
- Potential risk of litigation or regulatory action arising from the restatements.
- Requirement to restate multiple years/quarters of filings, indicating systemic accounting issues.
📋 Key Facts
- The company is restating audited financial statements for the year ended December 31, 2022 (Form 10-K).
- The company is restating unaudited condensed consolidated financial statements for periods ended March 31, June 30, and September 30, 2023 (Forms 10-Q).
- Errors include an unrecorded liability from the October 2022 merger with Bull Horn Holdings Corp.
- Errors also include a failure to record reimbursement commitments related to a corporate research agreement dated January 25, 2023.
- The company noted that as of March 22, 2024, the remaining balance of the merger-related liability is immaterial and will be paid in 2024.
- Management previously identified weaknesses in disclosure controls and procedures during 2022 and 2023.
Coeptis Therapeutics Holdings, Inc. received a notice from Nasdaq stating it is non-compliant with the minimum $1.00 bid price requirement for continued listing on the Nasdaq Capital Market. The company has been granted a 180-day compliance period ending July 29, 2024, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq (Rule 5550(a)(2))
- Potential for securities to be classified as 'penny stock' if delisted and moved to OTC markets
- Risk of significantly reduced liquidity and difficulty raising future capital
- Potential loss of investor, supplier, and customer confidence
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications Staff on January 29, 2024.
- Non-compliance is due to the closing bid price being below $1.00 for the last 30 consecutive business days (Nasdaq Rule 5550(a)(2)).
- Initial compliance period granted until July 29, 2024.
- A second 180-day extension may be available if other listing standards are met and intent to cure is communicated.
- The company's current listing status remains fully effective during the notice period.