Z Squared Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
ZSQR$3.36+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001683168-26-003948
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001185185-26-003508
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 86 previous paragraphs and 82 current paragraphs.
10 unchanged; 17 reworded; 55 added; 59 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (55)
Current report
Throughout this Quarterly Report on Form 10-Q, (this “Report”), other than the accompanying unaudited condensed consolidated financial statements (which use terms as defined therein), the Company and its business after the Merger (consisting of the registrant, Old Z Squared and its subsidiaries and GEAR Therapeutics, Inc.) are from time to time referred to as “we,” “us” or “our”; the Company and its business prior to the Merger (consisting of the registrant together with its then-subsidiaries Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, SNAP Biosciences, Inc., and GEAR Therapeutics, Inc.) are from time to time referred to as “Coeptis”; and the company named Z Squared, Inc. its business prior to the Merger is referred to as “Old Z Squared.”
Current report
Immediately prior to and in connection with the Merger, Coeptis effected a reorganization of its legacy biopharmaceutical operations, pursuant to which substantially all of the assets and liabilities comprising Coeptis’ biopharmaceutical business (other than those related to GEAR Therapeutics, Inc.) were assigned or contributed to Coeptis’ newly formed wholly-owned subsidiary, Coeptis Holdings, Inc. (“CHI”), in exchange for the issuance to Coeptis of 100% of the common stock in CHI, and the CHI common stock received by Coeptis was, immediately prior to the Merger, distributed on a pro rata basis to Coeptis’ shareholders of record existing as of January 2, 2026 (the “Spin-Out”).
Current report
Further, effective upon the closing of the Merger, pursuant to the Asset-For-Share Exchange Agreement between Old Z Squared and BSG Series CM, LLC, a South Carolina limited liability company (“BSG”), dated June 24, 2025 (as amended, the “Exchange Agreement”), BSG contributed, transferred, assigned and conveyed to the Company a fleet of approximately 9,800 ASIC mining machines (consisting primarily of Bitmain Antminer L7 and L9 units and ElphaPex DG1+ units) (the “Mining Assets”) and, in consideration therefor, the Company issued to BSG 43,877,497 shares of its common stock (the “Asset-for-Share Exchange”). Immediately after the Merger, BSG became our controlling shareholder, owning approximately 80% of our outstanding shares.
Current report
In connection with the Spin-Out, the Company retained its subsidiary GEAR Therapeutics, Inc. (“GEAR”), in consideration for the Company’s issuance or 1,000,000 shares of its common stock to CHI and (ii) granted CHI a limited-time option to acquire all of the outstanding equity interests of GEAR (the “GEAR Option”). Under the GEAR Option, CHI may, at its sole discretion, elect to purchase GEAR for a price equal to the fair market value of GEAR at the time of exercise. Fair market value is to be mutually agreed by the parties or, failing agreement, determined by a mutually acceptable independent valuation expert. The GEAR Option becomes exercisable on October 24, 2026, and remains exercisable for a period of twenty-four (24) months thereafter. The exercise price may be paid, at CHI’s election, in cash, in shares of the Company’s common stock, or in a combination of cash and shares. See Note 16 to the accompanying condensed consolidated financial statements for further information.
Current report
Pursuant to the Option Agreement, dated April 24, 2026, among Coeptis, CHI, and GEAR, entered into immediately prior to the Spin-Out, we are subject to certain negative covenants with respect to GEAR that restrict us from taking certain significant actions without the prior written consent of CHI, including liquidating or dissolving GEAR, amending its governing documents, issuing or redeeming GEAR’s equity, taking certain actions with respect to GEAR’s subsidiaries, entering into agreements with affiliates or agreements that are non-terminable by us or that are subject to payment or penalty upon termination, changing GEAR’s line of business, permitting GEAR to incur or guarantee any indebtedness, making loans or advances to GEAR, or selling, licensing, or encumbering GEAR’s assets.
Current report
The accompanying unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 31, 2026 and 2025 represent the historical financial statements of Old Z Squared prior to the Merger and the Company, including the assets of Coeptis that were retained after the Merger and the Mining Assets acquired in connection with the Merger. Because the Merger was accounted for as a reverse acquisition, the accompanying unaudited condensed consolidated financial statements represent a continuation of the financial statements of Old Z Squared. The historical equity of Old Z Squared has been retroactively adjusted to reflect the shares of the Company’s common stock issued to the securityholders of Old Z Squared in the Merger, and share and per-share amounts for periods prior to the closing of the Merger have been restated accordingly. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of Old Z Squared as of and for the years ended December 31, 2025 and 2024 and the notes thereto, the unaudited condensed consolidated financial statements of the Company as of March 31, 2026 and for the three month periods ended March 31, 2026 and 2025, the unaudited pro forma condensed combined financial information of the Company as of March 31, 2026 and for the three months ended March 31, 2026 and the year ended December 31, 2025, which are included in the Company’s Current Report on Form 8-K/A filed with the SEC on June 1, 2026. The condensed consolidated balance sheet as of December 31, 2025 was derived from Old Z Squared’s audited financial statements.
Current report
Investors are cautioned that the Company’s historical financial information presented in this Quarterly Report is not, for the reasons described above, comparable to the financial information that was presented in prior period periodic reports filed with the SEC and may not be indicative of the Company’s future financial results of operations or financial condition. For additional information regarding the Merger and related transactions, see Notes 4, 16 and 17 to the accompanying condensed consolidated financial statements included elsewhere in this Report.
Current report
Our current revenue generating operations consist of cryptocurrency mining. Following the completion of the Merger and the Spin-Out on April 24, 2026, the Company’s principal business consists of crypto asset mining focused on the generation of Dogecoin and Litecoin through merged mining using Scrypt-algorithm ASIC hardware across six third-party facilities located in North Carolina, South Carolina, and Iowa. and growth opportunities and are currently focused on potential acquisitions of sites and power infrastructure assets to enable our planned artificial intelligence and high-density compute infrastructure, data center development and power generation capabilities.
Current report
The Company is party to a Master Services Agreement, dated July 26, 2025 (as amended, the “MSA”), with Minting Dome, pursuant to which Minting Dome is our exclusive provider of hosting services, electrical power, site infrastructure, remote monitoring, maintenance, and related operational support for all of our crypto asset mining operations. We own the mining hardware, while Minting Dome controls the day-to-day operations of the hardware and the details and manner of performing the services. See Part II, Item 1A, Risk Factors—Risks Related to Our Business—We are dependent on Minting Dome for our mining operations under a Master Services Agreement that grants Minting Dome substantial operational control and imposes significant restrictions on us, and the loss or impairment of this relationship could limit our access to our operating infrastructure and materially adversely affect our business, financial condition and results of operations.” We are currently evaluating the cost structure of our cryptocurrency mining operations and studying ways to limit the volatility of costs in our cryptocurrency mining operations.
Current report
On July 31, 2026, we entered into a Membership Interest Purchase Agreement with Paradox Infrastructure LLC (“Paradox”) to acquire 100% of the outstanding membership interests of Paradox Data, LLC, expanding a previously announced June 18, 2026 binding letter of intent that had contemplated a majority interest acquisition. The transaction is structured entirely as an equity issuance with no cash consideration or debt financing. At closing, we will issue Series A Convertible Preferred Stock with an aggregate stated value of $5.0 million, which is convertible into shares of our common stock at a fixed price of $7.45 per share, and up to an additional $20.0 million of Series A Convertible Preferred Stock that may be issued in the future upon achievement of specified development milestones at Paradox Data’s Union County Campus in El Dorado, Arkansas. The first milestone is tied to the initial energization of AI compute capacity at the existing site. The remaining milestones are linked to the achievement of aggregate site capacity thresholds of 50 MW, 100 MW, and 150 MW. Each of these capacity-based milestones is generally earned in two installments upon (i) receipt of binding requests for electric service for the incremental capacity and (ii) the subsequent energization of that capacity. Milestone payment obligations do not expire and remain outstanding until satisfied or waived. Paradox Data’s Campus currently has an electric service arrangement providing for up to approximately 8 MW. Closing is subject to customary conditions and is expected to occur within 30 days of signing, subject to an outside date of September 30, 2026 (extendable under certain circumstances to December 31, 2026). Our Chief Technology Officer holds an indirect interest in the seller and certain affiliates, and the transaction was approved by the Audit Committee and Board of Directors as a related-person transaction. See Note 19 to the accompanying condensed consolidated financial statements for addition information about the Paradox acquisition.
Current report
On July 9, 2026, the Company and the sellers of Skycore Digital LLC (“Skycore”) entered into a First Amendment to the binding letter of intent originally entered into on April 28, 2026, effective as of June 30, 2026 (the “LOI”). Pursuant to the First Amendment, the drop-dead date under the LOI was extended from June 30, 2026 to January 15, 2027, and may be further extended by mutual written agreement of the parties; the $500,000 break-up fee previously payable by the Company under the LOI was eliminated in its entirety; the exclusivity provisions of the LOI were terminated, and discussions between the parties are now non-exclusive; and the LOI, as amended, is non-binding except for certain surviving provisions relating to confidentiality, governing law, and dispute resolution, such that no party has any obligation to negotiate, execute definitive documentation, or consummate the Skycore Acquisition, and any party may terminate discussions at any time without liability.
Current report
Segments
Current report
Computing Infrastructure Segment
Current report
We operate as a single operating segment and a single reportable segment, Computing Infrastructure, which comprises our crypto asset mining operations, conducted through our wholly owned subsidiary, Z Squared OpCo Inc., together with our planned expansion into artificial intelligence and high-density compute infrastructure, data center development, and power generation. Our mining operations generate revenue through the mining of Dogecoin and Litecoin using merged mining and Scrypt-algorithm ASIC hardware, hosted across six third-party facilities located in North Carolina, South Carolina, and Iowa pursuant to a Master Services Agreement with Minting Dome Inc. These operations commenced on April 24, 2026, the Closing Date of the Merger. Our expansion into artificial intelligence and high-density compute infrastructure, data center development, and power generation is being pursued principally through the acquisition and conversion of existing sites and power infrastructure assets, and remained in a development stage during the three and six months ended June 30, 2026. Our efforts in this area include the Paradox Agreement described in Note 3 to the accompanying condensed consolidated financial statements, as well as non-binding and binding letters of intent with respect to other potential site acquisitions, including the Skycore LOI and the Paradox LOI described in Note 17. We do not expect these activities to generate revenue in the near term, and our ability to develop this business is subject to significant risks and uncertainties, including our ability to secure adequate financing, power capacity, and site control on acceptable terms. See “Our Results of Operations” below for a discussion of our financial results, and Note 18 to the accompanying condensed consolidated financial statements for segment information.
Current report
Following the Merger, we continue to conduct residual biopharmaceutical operations through our majority-owned subsidiary, GEAR Therapeutics, Inc., which we do not intend to advance further. These activities do not constitute a separate operating segment, as discrete financial information regarding them is not regularly reviewed by our chief operating decision maker. The following provides background on these retained operations.
Current report
***Cost of Revenue.***Cost of revenue consists of the direct costs of our mining operations, including electricity and power usage, hosting fees payable to Minting Dome Inc. under our master services agreement, mining pool fees, and depreciation of our ASIC mining fleet. We expect cost of revenue to fluctuate based on crypto asset prices, network difficulty, and the terms of our hosting arrangements.
Current report
Amortization. Amortization expense consists of amortization of co-development rights and the capitalized milestone fee recognizing full transfer of the license agreement to GEAR. Management determined a two year useful life for the asset at the Closing Date of the reverse acquisition. The accompanying amortization expense reflects the period from the Closing Date to June 30, 2026.
Current report
Impairment. In June 2026, the Company determined that continued investment in development activities related to the co-development rights was not warranted at that time. This determination constituted a triggering event under ASC 360-10-35,Property, Plant, and Equipment – Subsequent Measurement, requiring the Company to test the co-development rights for recoverability. Management determined that the carrying amount of the GEAR-related rights was not fully recoverable and estimated the fair value of the rights to be approximately $450,000 based on the amount management expects to recover through a sale or licensing transaction. See Note 8 for further discussion.
Current report
Crypto Asset Losses. We recognize realized losses on the sale or exchange of crypto assets and unrealized losses arising from the remeasurement of crypto assets held at the end of each reporting period. These amounts will fluctuate with the market prices of Dogecoin and Litecoin and with the timing and volume of the crypto assets we sell or exchange, and we expect them to vary from period to period.
Current report
Old Z Squared had no operations during the three and six months ended June 30, 2025, and our crypto asset mining operations commenced on April 24, 2026, the closing date of the Merger. Accordingly, the results discussed below reflect approximately 68 days of operations, no comparative amounts are presented for the 2025 periods, and period-over-period percentage changes are not meaningful. For the same reason, our results for the six months ended June 30, 2026 are substantially identical to our results for the three months then ended, differing only by $30 of general and administrative expenses incurred prior to the commencement of operations. The discussion below therefore addresses both periods together, and references to amounts apply to both periods except as otherwise noted.
Current report
Revenue
Current report
We generated total revenue of $1,583,485, consisting of $1,393,010 from Dogecoin mining and $190,475 from Litecoin mining, representing 88% and 12% of total revenue, respectively. Because we mine Dogecoin and Litecoin through merged mining, both revenue streams are produced by the same deployed hash rate, and the relative contribution of each is a function of the block rewards and market prices of the two crypto assets during the period rather than of any allocation of our mining fleet between them.
Current report
Cost of Revenue
Current report
Cost of revenue consists of electricity and power usage, hosting fees payable to Minting Dome Inc. under our master services agreement, mining pool fees, and other costs directly attributable to the generation of cryptocurrency rewards. Depreciation of our ASIC mining fleet is stated separately.
Current report
Cost of revenue, exclusive of depreciation, was $2,191,923, or 138% of total revenue, and depreciation was $1,157,509, resulting in total cost of revenue of $3,349,432, or 211% of total revenue. Our direct mining costs exceeded our mining revenue before giving effect to depreciation of our mining fleet.
Current report
Cost of Operations
Current report
Total cost of operations was $12,028,653 for the three months ended June 30, 2026 and $12,028,683 for the six months then ended. Professional services expense of $4,195,588 and stock-based compensation expense of $7,033,939 together represented approximately 93% of our total cost of operations.
Current report
Professional services expense. Professional services expenses consisted of fees incurred in connection with the Merger, pending acquisitions, and other legal, accounting and other consulting fees incurred during normal course of business. We do not expect to incur professional services fees at this level in future periods to the extent these transactions are completed, although we expect to continue to incur significant professional fees associated with operating as a public company.
Current report
Stock based compensation expense. Stock based compensation expense of $7,033,939 related to awards granted under our 2025 Incentive Compensation Plan. As of June 30, 2026, there was $2,428,328 of unrecognized compensation cost related to unvested RSU awards, which we expect to recognize over a weighted-average period of 1.23 years, and $3,661,733 of unrecognized compensation cost related to unvested stock option awards, which we expect to recognize over a weighted-average period of 0.12 years.
Current report
Amortization expense of $118,664 was computed based on management’s estimated two year useful for the GEAR platform, reflecting the period from the Closing Date to June 30, 2026. The GEAR platform consists of co-development rights acquired in the reverse acquisition and the capitalized milestone fee upon full license transfer, in the amounts of $425,000 and $450,000, respectively. Upon the Company’s determination that further development of the co-development rights was not warranted at that time, the Company recognized a $306,336 impairment loss, resulting in a carrying value of $450,000 for the co-development options. Salary expense of $272,852 for the period from April 24, 2026 through June 30, 2026 and is not indicative of a full quarter of personnel costs. We recognized a realized loss of $74,611 on the exchange of crypto assets and an unrealized loss of $45 on crypto assets held at June 30, 2026.
Current report
Loss from Operations
Current report
Loss from operations was $13,794,600 for the three months ended June 30, 2026 and $13,794,630 for the six months then ended June 30, 2026.
Current report
Other Expense
Current report
Total other expense, net was $145 for both periods, consisting of interest expense of $226 partially offset by other income of $81. These amounts were not material to our results of operations.
Current report
Provision for Income Taxes
Current report
We recorded no provision for or benefit from income taxes for the three and six months ended June 30, 2026, despite incurring a loss before income taxes of $13,794,745 and $13,794,775, respectively. We have recorded a full valuation allowance against our net deferred tax assets because, based on the available evidence, we do not believe it is more likely than not that these assets will be realized.
Current report
Net Loss
Current report
Net loss was $13,794,745 for the three months ended June 30, 2026 and $13,794,775 for the six months ended June 30, 2026. Of these amounts, $13,722,495 and $13,722,525, respectively, were attributable to common stockholders, and $72,250 in each period was attributable to non-controlling interests in GEAR. Net loss per share attributable to common stockholders, basic and diluted, was $0.28 and $0.29 for the three and six months ended June 30, 2026, respectively.
Current report
At June 30, 2026, the Company had cash of $15,492,446, compared to cash of $1,402 at December 31, 2025. At June 30, 2026, we had working capital of $13,499,233, consisting of current assets of $15,525,787 and current liabilities of $2,026,554. We had no outstanding debt, as the convertible promissory note issued during the three months ended June 30, 2026, along with accrued interest, was converted into shares of our common stock. See Note 10.
Current report
Our cash increased during the period as a result of $15,418,839 of proceeds from the issuance of common stock under the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”). The SEPA has been fully utilized, and no further capital is available to us under that arrangement. Any additional capital would need to be raised through a new equity or debt financing arrangement.
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Removed paragraphs (59)
Previous report
Recent Business Combination
Previous report
Immediately prior to the closing of the Merger, the Company effected a spin-out (the “Spin-Out”) of substantially all of its biopharmaceutical operations other than those conducted through GEAR Therapeutics, Inc. Our interests in Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, and SNAP Biosciences, Inc. (collectively, the “Spin-Out Subsidiaries”) were contributed to one or more newly-formed spin-out subsidiaries, the equity of which was distributed to our stockholders of record as of the applicable record date. The Spin-Out Subsidiaries are no longer part of our consolidated group following the Spin-Out. Our interest in GEAR Therapeutics, Inc. was not part of the Spin-Out and continues to be held by us.
Previous report
Following the closing of the Merger and the Spin-Out, our principal business is the digital asset mining operations conducted through Z Squared and its subsidiaries, including vertically integrated cryptocurrency mining of Dogecoin (DOGE), Litecoin (LTC), and other digital assets at facilities located in North Carolina, South Carolina, and Iowa. We are also pursuing complementary business lines, including power generation, data center development, and high-performance compute hosting. We continue to hold our interest in GEAR Therapeutics, Inc., which conducts the residual biopharmaceutical operations retained by us following the Spin-Out. For additional information regarding the business of Z Squared, reference is made to the section entitled “Z Squared's Business” in our Registration Statement on Form S-4 (File No. 333-288329) declared effective by the SEC on December 23, 2025 (the “Registration Statement”), and to our Current Report on Form 8-K filed on April 24, 2026, reporting the completion of the Merger.
Previous report
As disclosed in the “Anticipated Accounting Treatment” section of the Registration Statement, the Merger is being accounted for as a reverse acquisition in accordance with U.S. GAAP. Under this method of accounting, Z Squared will be deemed to be the accounting acquirer for financial reporting purposes. As a result of the Merger, the net assets of the Company (other than those of the Spin-Out Subsidiaries) will be recorded at their acquisition-date fair value in the financial statements of Z Squared, and the reported operating results in our financial statements for periods commencing on or after the closing date of the Merger will be those of Z Squared as the accounting acquirer.
Previous report
The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025 represent the historical financial statements of the legal acquirer in the Merger (i.e., the predecessor entity, Coeptis Therapeutics Holdings, Inc.), reflecting the biopharmaceutical and technology business conducted by the Company through the Spin-Out Subsidiaries and GEAR Therapeutics, Inc. during those periods, prior to the closing of the Merger and the Spin-Out. The discussion and analysis that follows under “Results of Operations” and “Liquidity and Capital Resources” relates to that historical pre-Merger business. Because each of the Merger and the Spin-Out occurred subsequent to March 31, 2026, the historical financial statements presented in this Quarterly Report do not reflect the operations of Z Squared as the accounting acquirer or the disposition of the Spin-Out Subsidiaries.
Previous report
Investors are cautioned that the Company's historical financial information presented in this Quarterly Report is not indicative of, and is not comparable to, the financial information that will be presented in the Company's subsequent periodic reports filed with the SEC, in which (i) the operations of Z Squared will be reflected as those of the accounting acquirer; (ii) the operations of the Spin-Out Subsidiaries will no longer be reflected; and (iii) the net assets of the Company (other than those of the Spin-Out Subsidiaries) will be presented at their acquisition-date fair value. Investors should refer to the Registration Statement, our Current Report on Form 8-K reporting the completion of the Merger, and the pro forma financial information contained therein for information regarding the financial profile of the combined company.
Previous report
When we use words like “we,” “us,” “our,” “the Company” and words of like import in the discussion and analysis that follows, unless otherwise indicated, we are referring to the registrant and its consolidated subsidiaries as they existed during the three months ended March 31, 2026, prior to the closing of the Merger and the Spin-Out.
Previous report
References in this Report to “the Company,” “we,” “us,” “our,” and similar terms refer to the registrant — Z Squared Inc. (formerly known as Coeptis Therapeutics Holdings, Inc.) — and its consolidated subsidiaries. The composition of the Company's consolidated group changed materially in connection with the Merger and the Spin-Out completed on April 24, 2026, as described above and in Notes 16 and 17 to the accompanying condensed consolidated financial statements. Unless the context otherwise requires, when used in connection with the financial statements presented in this Report or the discussion and analysis thereof, these terms refer to the registrant and its consolidated subsidiaries as they existed during the three months ended March 31, 2026 (consisting of the registrant together with its then-subsidiaries Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, SNAP Biosciences, Inc., and GEAR Therapeutics, Inc.), prior to the closing of the Merger and the Spin-Out. When used in connection with events occurring after March 31, 2026, these terms refer to the registrant and its consolidated subsidiaries as they exist following the Merger and the Spin-Out, consisting of the registrant together with Z Squared, Inc. (the Wyoming corporation surviving the Merger as a wholly-owned subsidiary of the registrant) and its subsidiaries and GEAR Therapeutics, Inc.
Previous report
Subsidiaries
Previous report
The Company is a digital asset mining and digital infrastructure company. Following the completion of the Merger and the Spin-Out on April 24, 2026, the Company's principal business consists of the digital asset mining operations conducted through Z Squared, Inc., a Wyoming corporation, and its subsidiaries, including the vertically integrated mining of Dogecoin (DOGE), Litecoin (LTC), and other cryptocurrencies at facilities located in North Carolina, South Carolina, and Iowa. The Company operates a fleet of specialized application-specific integrated circuit, or ASIC, mining hardware (including Antminer L7, L9, and DG1+ models) deployed across multiple mining algorithms (including SHA-256, Scrypt, and kHeavyHash). Key elements of the Company's mining operations include continuous fleet optimization, in-house equipment repair and spare-parts management, dynamic power-cost management responsive to wholesale and retail electricity market conditions, and real-time performance monitoring of hash rate, unit status, and per-machine revenue.
Previous report
Following the Spin-Out, the Company continues to hold its majority interest in GEAR Therapeutics, Inc., which conducts the residual biopharmaceutical operations retained by the Company. GEAR Therapeutics, Inc. is not the Company's principal business focus following the completion of the Merger and the Spin-Out.
Previous report
The historical period reflected in the accompanying condensed consolidated financial statements (the three months ended March 31, 2026 and the comparative three months ended March 31, 2025) predates the closing of the Merger and the Spin-Out. During that period, the Company operated as a biopharmaceutical and technology company through its consolidated subsidiaries, and the historical financial position, results of operations, and cash flows discussed in the “Results of Operations” and “Liquidity and Capital Resources” sections that follow relate to that historical biopharmaceutical and technology business. As discussed in the “Basis of MD&A Discussion” section above, the Company's results of operations in subsequent periods will not be comparable to the historical results reflected in this Report.
Previous report
Biotechnology Segment
Previous report
Vy-Gen-Bio, Inc.
Previous report
The CD38 Agreements relate to two separate Vy-Gen drug product candidates, as follows:
Previous report
CD38-GEAR-NK. This Vy-Gen drug product candidate is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, or mAbs. CD38-GEAR-NK is an autologous, NK cell-based therapeutic that is derived from a patient’s own cells and gene-edited to enable combination therapy with anti-CD38 mAbs. We believe CD38-GEAR-NK possesses the potential to minimize the risks and side effects from CD38-positive NK cell fratricide.
Previous report
Market Opportunity. We believe CD38-GEAR-NK could potentially revolutionize how CD38-related cancers are treated, by protecting CD38+ NK cells from destruction by anti-CD38 mAbs, thereby promoting the opportunity to improve the treatment of CD38-related cancers, including multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia.
Previous report
Multiple myeloma is the first cancer indication targeted with CD38-GEAR-NK. The global multiple myeloma market was $28.42B in 2024 and is expected to reach $47.04B by 2031 [Source: Data Bridge Market Research].
Previous report
CD38-Diagnostic. This Vy-Gen product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38 mAb therapy. CD38-Diagnostic is an in vitro screening tool that provides the ability to pre-determine which cancer patients are most likely to benefit from targeted anti-CD38 mAb therapies, either as monotherapy or in combination with CD38-GEAR-NK. CD38-Diagnostic also has the potential to develop as a platform technology beyond CD38, to identify patients likely to benefit for broad range of mAb therapies across myriad indications.
Previous report
Market Opportunity. We believe CD38-Diagnostic provides opportunity to make more cost-effective medical decisions for the treatment of B cell malignancies with high CD38 expression, including multiple myeloma, which may help to avoid unnecessary administration of anti-CD38 therapies. CD38-Diagnostic could prevent patients from being subjected to ineffective therapy and enable significant savings to healthcare systems.
Previous report
CD38-Diagnostic could be offered as an in-vitro diagnostic for determining patient suitability and likelihood of positive treatment outcomes for CD38-GEAR-NK and/or CD38 monoclonal antibody therapies.
Previous report
On September 28, 2023, we received FDA’s response to our 513(g) request for information submission pertaining to the classification of the CD38-Diagnostic. The CD38-Diagnostic has been designated a Class II type device. The confirmation of this classification is beneficial as we’re now better able to plan for and execute future development activities.
Previous report
GEAR-NK Product Overview. GEAR-NK is an autologous, gene-edited, natural killer cell-based therapeutic development platform that allows for modified NK cells to be co-administered with targeted mAbs, which, in the absence of the GEAR-NK, would otherwise be neutralized by mAb therapy.
Previous report
In May 2021, we made initial payments totaling $750,000 under the CD38 Agreements, to acquire the exclusive options to acquire co-development rights with respect to CD38-GEAR-NK and CD38-Diagnostic. On August 15, 2021, we entered into amendments to each of the CD38 Agreements. In connection with the two amendments, we delivered to Vy-Gen promissory notes aggregating $3,250,000 with maturity dates of December 31, 2021, and made a cash payment of $1,000,000, upon which cash payment we exercised the two definitive option purchase agreements. In December 2021, we completed our payment obligations to secure the 50% ownership interest in the CD38-Diagnostic, and subsequently in November 2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK product candidate. Details of the two August amendments and the December amendment are summarized in the amendments attached at Exhibits 4.1 and 4.2 to our Current Report on Form 8-K dated August 19, 2021 and Exhibits 4.2 to our Current Report on Form 8-K dated December 27, 2021.
Previous report
Deverra Therapeutics, Inc.
Previous report
On August 16, 2023, the Company entered into an exclusive licensing arrangement (the “License Agreement”) with Deverra Therapeutics Inc. (“Deverra”), pursuant to which the Company completed the exclusive license of key patent families and related intellectual property related to a proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of multiple distinct immune effector cell types, including natural killer (NK) and monocyte/macrophages. The License Agreement provides the Company with exclusive rights to use the license patents and related intellectual property in connection with development and commercialization efforts in the defined field of use (the “Field”) of (a) use of unmodified NK cells as anti-viral therapeutic for viral infections, and/or as a therapeutic approach for treatment of relapsed/refractory AML and high-risk MDS; (b) use of Deverra’s cell therapy platform to generate NK cells for the purpose of engineering with Coeptis SNAP-CARs and/or Coeptis GEAR Technology; and (c) use of Deverra’s cell therapy platform to generate myeloid cells for the purpose of engineering with the Company’s current SNAP-CAR and GEAR technologies. In support of the exclusive license, the Company also entered into with Deverra (i) an asset purchase agreement (the “APA”) pursuant to which the Company purchased certain assets from Deverra, including but not limited to two Investigational New Drug (IND) applications and two Phase 1 clinical trial stage programs (NCT04901416, NCT04900454) investigating infusion of DVX201, an unmodified natural killer (NK) cell therapy generated from pooled donor CD34+ cells, in hematologic malignancies and viral infections and (ii) a non-exclusive sublicense agreement (the “Sublicense Agreement”), in support of the assets obtained by the exclusive license, pursuant to which the Company sublicensed from Deverra certain assets which Deverra has rights to pursuant a license agreement (“FHCRC Agreement”) by and between Deverra and The Fred Hutchinson Cancer Research Center (“FHCRC”).
Previous report
As consideration for the transactions described above, the Company paid Deverra approximately $570,000 in cash, issued to Deverra 4,000,000 shares of the Company’s common stock and assumed certain liabilities related to the ongoing clinical trials. Total consideration paid was $4,937,609, which was fully expensed in accordance with ASC 730, and is reflected within research and development in the consolidated statement of operations for the year ended December 31, 2023. In addition, in accordance with the terms of the Sublicense Agreement, the Company agreed to pay FHCRC certain specified contingent running royalty payments and milestone payments under the FHCRC Agreement, in each case to the extent such payments are triggered by the Company’s development activities.
Previous report
On October 26, 2023, the Company entered into a Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the SSA, Coeptis and Deverra shared resources and collaborated to further the development of Coeptis’ GEAR and SNAP-CAR platforms, as well as the purchased and licensed assets under the License Agreement and APA. While the SSA was terminated in December 2024, the Company is continuing its development focus on both GEAR and SNAP-CAR, and will be considering prospective strategic partners for such development.
Previous report
SNAP-CAR Technologies; University of Pittsburgh
Previous report
The SNAP-CAR License: On August 31, 2022, we entered into an exclusive license agreement with the University of Pittsburgh for certain intellectual property rights related to the universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform. We paid the University of Pittsburgh a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the licensed technology.
Previous report
In September 2023, we executed the first amendment to the SNAP-CAR License in which we expanded the field of use to include natural killer cells. We believe this is a valuable addition as we continue to develop the SNAP-CAR platform as a universal therapeutic.
Previous report
A key potential benefit that we see in the licensed technology is its potential application in therapeutic treatments that involve solid tumors. While there are currently a number of FDA-approved CAR-T therapies for hematologic malignancies, there are currently no CAR-T therapies marketed that are indicated for the treatment of solid tumors.
Previous report
Under the terms of the agreement, we have been assigned the worldwide development and commercialization rights to the licensed technology in the field of human treatment of cancer with antibody or antibody fragments using SNAP-CAR T-cell technology, along with (i) an intellectual property portfolio consisting of issued and pending patents and (ii) options regarding future add-on technologies and developments. In consideration of these rights, we paid an initial license fee of $75,000, and will have annual maintenance fees ranging between $15,000 and $25,000, as well as developmental milestone payments (as defined in the agreement and royalties equal to 3.5% of net sales. Additionally, the agreement contemplates that we will enter into a Sponsored Research Agreement with the University of Pittsburgh within ninety days of the execution of the agreement, with the goal of further researching and optimizing the SNAP-CAR platform.
Previous report
The Sponsored Research Agreement: In January 2023 we entered into a sponsored research agreement (“SRA”) with the University of Pittsburgh, the focus of which is to perform pre-clinical research as it relates to our SNAP-CAR program. Our target objectives have been to: (i) test and validate CRO antibody conjugation chemistry and improve the activity of adaptors by investigating alternative chemical composition, (ii) investigate HER2 and other solid-tumor model in mice for both breast and ovarian cancers, (iii) identify and test other non-HER2 targets, (iv) further investigate multi-antigen targeting by dosing multiple adaptors simultaneously to address tumor heterogeneity/resistance in hematological and/or solid tumors and (v) expand the potential impact of SNAP-CAR by performing in vitro screening of many additional antigen-antibody combinations in hematological and/or solid tumors. The term of the SRA expired by its terms at the end of January 2025. The data generated during the term of the SRA will be instrumental in determining target indications, development plans, and clinical study designs.
Previous report
The SNAP-CAR Platform: Chimeric antigen receptor (CAR) therapy is a treatment for cancer in which a patient’s T-cells (a type of immune cell) are genetically engineered to recognize cancer cells to target and destroy them. Cells are extracted from the patient and then genetically engineered to make the CAR and are re-introduced back into the patient. This therapy is revolutionizing the treatment of many blood cancers including B cell leukemias and lymphomas by targeting specific proteins found on these cancers, and there is hope in treating additional cancers including solid tumors by having them recognize new targets. The “SNAP-CAR” CAR cell therapy platform is being developed to be a universal therapeutic. The SNAP-CAR technology is in the preclinical stage of development at the University of Pittsburgh. Instead of directly binding to a target on the tumor cell, the CAR T-cells are co-administered with one or more antibody adaptors that bind to the tumor cells and are fitted with a chemical group that irreversibly connects them to the SNAP-CAR on the therapeutic cells via a covalent bond. A covalent bond is the highest affinity bond possible, and we believe this binding could translate into highly potent therapeutic activity.
Previous report
Pre-clinical studies in mice have demonstrated a potential benefit that by targeting solid tumors via antibody adaptor molecules, the SNAP-CAR therapy may be able to provide a highly programmable therapeutic platform, one that we envision could deliver several potential advantages over standard CAR-T treatments, including:
Previous report
Market Opportunity: Due to its unique targeting and binding properties, we believe the SNAP-CAR platform could help accelerate the utilization and effectiveness of CAR T-cell therapies for the treatment of solid tumors. By way of market size, according to Polaris Market Research, the CAR T-cell therapy market size is expected to reach $20.56 billion by 2029 (from $1.96 billion in 2021), representing a compound annual growth rate (CAGR) of 31.6% during the forecast period from 2022 to 2029. However, based on the anticipated application of the licensed technology (i.e. initially focusing on solid tumor treatment) we cannot at this time project the market size of our target market until we further develop the licensed technology and settle on the initial target indications and follow-up indications. Additional research and analysis are being conducted which will aid us in the proper identification and selection of the cancer indication(s) we intend to further study. Once the optimal indication(s) are selected and the overall development strategy is fully identified, the market opportunity can be further defined.
Previous report
Vici Health Sciences, LLC.
Previous report
In 2019, we entered into a co-development agreement with Vici Health Sciences, LLC (“Vici”). Through this partnership, we would co-develop, seek FDA approval and share ownership rights with Vici to CPT60621, a novel, ready to use, easy to swallow, oral liquid version of an already approved drug used for the treatment of Parkinson’s Disease (PD). As we continue to direct its operational focus towards the Vy-Gen opportunities previously described, we have recently stopped allocating priority resources to the development of CPT60621. We are currently in negotiations in which Vici intends to buy-out most or all of our remaining ownership rights.
Previous report
Technology Segment
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Reworded paragraphs (17)
Previous wording
On April 24, 2026, subsequent to the close of the three-month period covered by this Quarterly Report on Form 10-Q, the Company (then named Coeptis Therapeutics Holdings, Inc.) completed the business combination (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of April 25, 2025, with Z Squared, Inc., a Wyoming corporation. At the effective time of the Merger, CP Merger Sub Inc., a Wyoming corporation and wholly-owned subsidiary of the Company, merged with and into Z Squared, with Z Squared surviving as a wholly-owned subsidiary of the Company. As consideration for the Merger, we issued an aggregate of 43,877,497 shares of common stock to former Z Squared stockholders. In connection with the closing, the Company changed its corporate name from “Coeptis Therapeutics Holdings, Inc.” to “Z Squared Inc.,” and on April 27, 2026, our common stock began trading on the Nasdaq Global Market under the new ticker symbol “ZSQR” (previously “COEP”).
Current wording
On April 24, 2026 (the “Closing” or the “Closing Date”), Z Squared Inc. (the “Company”), formerly known as Coeptis Therapeutics Holdings, Inc., completed the business combination contemplated by the Agreement and Plan of Merger, dated as of April 25, 2025 (as amended, the “Merger Agreement”), by and among the Company, CP Merger Sub Inc., a Wyoming corporation and wholly owned subsidiary of the Company (“Merger Sub”), and the company then-named Z Squared, Inc., a Wyoming corporation (such, transactions, the “Merger”). At the effective time of the merger, Merger Sub merged with and into the company then-named Z Squared, Inc., which survived the merger as a wholly owned subsidiary of the Company and was renamed Z Squared OpCo Inc. In connection with the Merger, the Company changed its corporate name from “Coeptis Therapeutics Holdings, Inc.” to “Z Squared Inc.”
Previous wording
During the three months ended March 31, 2026, and prior to the closing of the Merger and the Spin-Out, the Company conducted its operations through its direct and indirect subsidiaries SNAP Biosciences, Inc. and GEAR Therapeutics, Inc. (each majority owned), and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., and Coeptis Pharmaceuticals, LLC (each wholly owned). As discussed in the “Recent Business Combination” section above and in Notes 16 and 17 to the accompanying condensed consolidated financial statements, on April 24, 2026 the Company effected the Spin-Out of Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, and the Company's 73% interest in SNAP Biosciences, Inc., and accordingly those entities are no longer subsidiaries of the Company. Following the closing of the Merger and the Spin-Out, the Company's consolidated subsidiaries consist of Z Squared, Inc. (the Wyoming corporation that survived the Merger as a wholly-owned subsidiary of the Company) and its subsidiaries, and GEAR Therapeutics, Inc. (which was not part of the Spin-Out and remains a majority-owned subsidiary of the Company).
Current wording
Prior to the closing of the Merger and the Spin-Out, the Company conducted its operations through its direct and indirect subsidiaries SNAP Biosciences, Inc. and GEAR Therapeutics, Inc. (each majority owned), and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., and Coeptis Pharmaceuticals, LLC (each wholly owned). As discussed above and in Notes 4, 16 and 17 to the accompanying condensed consolidated financial statements, on April 24, 2026 the Company effected the Spin-Out of Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, and the Company’s 73% interest in SNAP Biosciences, Inc., and accordingly those entities are no longer subsidiaries of the Company. Following the closing of the Merger and the Spin-Out, the Company’s consolidated subsidiaries consist of Z Squared, Inc. (the Wyoming corporation that survived the Merger as a wholly-owned subsidiary of the Company) and its subsidiaries, and GEAR Therapeutics, Inc. (which was not part of the Spin-Out and remains a majority-owned subsidiary of the Company).
Previous wording
This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to our future results, certain projections, and business trends. Assumptions relating to forward-looking statements involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. When used in this Report, the words “estimate,” “project,” “intend,” “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “would,” “could,” “potential,” “future,” and similar expressions are intended to identify forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of those assumptions could prove inaccurate, and we may not realize the results contemplated by such forward-looking statements. Management decisions are subjective in many respects and susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our business strategy or capital expenditure plans that may, in turn, affect our results of operations. In light of the significant uncertainties inherent in the forward-looking information included in this Report, you should not regard the inclusion of such information as our representation that we will achieve any strategy, objective, or other plan. The forward-looking statements contained in this Report speak only as of the date of this Report as stated on the front cover, and we have no obligation to update publicly or revise any of these forward-looking statements, except as required by applicable law. These and other statements that are not historical facts are based largely on management's current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties include, among others, those relating to: (i) the recently completed business combination (the “Merger”) with Z Squared, Inc., a Wyoming corporation, and the related spin-out (the “Spin-Out”) of substantially all of our historical biopharmaceutical operations other than those conducted through GEAR Therapeutics, Inc.; (ii) the accounting for the Merger as a reverse acquisition and the integration of the operations, accounting, treasury, custody, and reporting systems of Z Squared, Inc. into our existing reporting infrastructure; (iii) the volatility of cryptocurrency prices, mining economics (including hash rate, network difficulty, halving cycles, transaction fees, and energy costs), and the regulatory developments affecting digital assets and digital asset mining…
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Current wording
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to our future results, business strategy, plans and objectives, the expected benefits and timing of the Paradox transaction and any other potential acquisitions or expansion initiatives, our ability to successfully integrate the operations acquired in the Merger, the development and commercialization of artificial intelligence and high-density compute infrastructure, power generation and data center capacity, future capital requirements and financing plans, mining economics and performance, and anticipated results of operations, financial condition and cash flows. Assumptions relating to forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. When used in this Report, the words “estimate,” “project,” “intend,” “believe,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “would,” “could,” “potential,” “future” and similar expressions are intended to identify forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of those assumptions could prove inaccurate, and we may not realize the results contemplated by such forward-looking statements. Management decisions are subjective in many respects and susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our business strategy or capital expenditure plans that may, in turn, affect our results of operations. In light of the significant uncertainties inherent in the forward-looking information included in this Report, you should not regard the inclusion of such information as our representation that we will achieve any strategy, objective or other plan. The forward-looking statements contained in this Report speak only as of the date of this Report as stated on the front cover, and we have no obligation to update publicly or revise any of these forward-looking statements, except as required by applicable law. These and other statements that are not historical facts are based largely on management’s current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by such forward-looking statements. These risks and uncertainties include, among others, those relating to: (i) the recently completed business combination (the “Merger”) with Z Squared, Inc., a Wyoming corporation, accounted for as a reverse acquisition, and the related spin-out of substantially all of our historical biopharmaceutical operatio…
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Previous wording
Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and 2025, included in Part I, Item 1 of this Form 10-Q.
Current wording
Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements for the three and six month periods ended June 30, 2026 and 2025, included in Part I, Item 1 of this Report.
Previous wording
The Company was originally incorporated in the British Virgin Islands on November 27, 2018 under the name Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the Company's prior business combination with Coeptis Therapeutics, Inc., the Company changed its corporate name from Bull Horn Holdings Corp. to “Coeptis Therapeutics Holdings, Inc.” On April 24, 2026, in connection with the closing of the Merger described above and in Notes 16 and 17 to the accompanying condensed consolidated financial statements, the Company changed its corporate name from “Coeptis Therapeutics Holdings, Inc.” to “Z Squared Inc.”
Current wording
The Company was originally incorporated in the British Virgin Islands on November 27, 2018 under the name Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the Company’s prior business combination with Coeptis Therapeutics, Inc., the Company changed its corporate name from Bull Horn Holdings Corp. to “Coeptis Therapeutics Holdings, Inc.” On April 24, 2026, in connection with the closing of the Merger and related transactions described above and in Notes 4, 16 and 17 to the accompanying condensed consolidated financial statements, the Company changed its corporate name from “Coeptis Therapeutics Holdings, Inc.” to “Z Squared Inc.”
Previous wording
The Company is also pursuing strategic expansion into complementary digital infrastructure business lines, including (i) power generation, intended to provide cost-effective and stable energy supply for the Company's mining and digital infrastructure operations and, where economically advantageous, sales of power into wholesale electricity markets; (ii) data center development, intended to support the Company's own digital infrastructure operations and, where market conditions warrant, to provide colocation services to third-party customers; and (iii) high-performance compute hosting, intended to serve customers requiring graphics processing unit and other specialized compute capacity for artificial intelligence, machine learning, and similar workloads. The Company has limited or no operating history in these expansion business lines, and there can be no assurance that the Company will successfully enter or operate in any of them. For a discussion of the risks associated with these expansion business lines, see Part II, Item 1A of this Report under “Risk Factors.”
Current wording
During the quarter ended June 30, 2026, shortly following the Merger, our management team and board of directors have shifted our strategic growth focus toward the potential acquisition and development of artificial intelligence and high-density compute infrastructure, data centers and power generation capabilities. As part of this strategy, we are currently exploring or pursuing strategic expansion into related activities including (i) power generation, intended to provide cost-effective and stable energy supply for the Company’s mining operations and digital infrastructure initiatives and, where economically advantageous, sales of power into wholesale electricity markets; (ii) data center development, intended to support the Company’s digital infrastructure initiatives and, where market conditions warrant, to provide colocation services to third-party customers; and (iii) high-density compute infrastructure, intended to serve customers requiring graphics processing unit and other specialized compute capacity for artificial intelligence, machine learning, or similar workloads. Our activities in this area were in the early development stage during the three and six months ended June 30, 2026. We do not currently own or control and have not developed any site that is suitable for the foregoing expansion activities, have not obtained the permits that are or may be required and we have no hosting, colocation, or capacity agreements with customers. The Paradox transaction, described below, has not closed as of the date of this Report. We have limited or no operating history in artificial intelligence and high-density compute infrastructure, data center development or power generation, and there can be no assurance that we will implement this strategy successfully or at all. For a discussion of the risks associated with these expansion business lines, see Part II, Item 1A of this Report under “Risk Factors.”
Previous wording
In addition, the Company is pursuing a strategic acquisition intended to expand its digital asset mining footprint and digital infrastructure capacity: (i) the proposed acquisition of SkyCore through the issuance of newly-designated Series B Convertible Preferred Stock (the “SkyCore Acquisition”). The SkyCore Acquisition remains subject to negotiation of definitive agreements, completion of due diligence, board approval, and the satisfaction of customary closing conditions, and there can be no assurance that either transaction will be consummated on the terms currently contemplated or at all. For a discussion of these proposed acquisitions and the risks associated with them, see Part II, Item 1A of this Report under “Risk Factors.”
Current wording
There can be no assurance that the Paradox transaction will be consummated on the terms currently contemplated or at all or that any transaction with Skycore will be pursued or entered into. For a discussion of these proposed transactions and the risks associated with them, see Part II, Item 1A of this Report under “Risk Factors.”
Previous wording
In May 2021, we entered into two exclusive option agreements (the “CD38 Agreements”) relating to separate technologies designed to improve the treatment of CD38-related cancers (e.g., multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia) with Vy-Gen-Bio, Inc. (“Vy-Gen”), a majority-owned subsidiary of Vycellix, Inc., a Tampa, Florida-based private, immuno-centric discovery life science company focused on the development of transformational platform technologies to enhance and optimize next-generation cell and gene-based therapies, including T-cell and Natural Killer (NK) cell-based cancer therapies.
Current wording
In May 2021, Coeptis entered into two exclusive option agreements (the “CD38 Agreements”) relating to separate technologies designed to improve the treatment of CD38-related cancers (e.g., multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia) with Vy-Gen-Bio, Inc. (“Vy-Gen”), a majority-owned subsidiary of Vycellix, Inc., a Tampa, Florida-based private, immuno-centric discovery life science company focused on the development of transformational platform technologies to enhance and optimize next-generation cell and gene-based therapies, including T-cell and Natural Killer (NK) cell-based cancer therapies.
Previous wording
In connection with the Vy-Gen relationship and the Company’s ownership in the two product candidates described above, in December 2021 the Company and Vy-Gen entered into a co-development and steering committee agreement. The co-development and steering committee agreement provides for the governance and economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates and the revenue sharing related thereto, including each company having a 50% representation on the steering committee and each company receiving 50% of the net revenues related to the Vy-Gen product candidates. Related to the joint development, under the direction of the joint steering committee, we are currently assessing market opportunities, intellectual property protection and potential regulatory strategies for the CD38 Assets, and Vy-Gen is overseeing the development activities being conducted through the scientists at Karolinska Institute. Details of the co-development and steering committee agreement are summarized in our Current Report on Form 8-K dated December 27, 2021, including Exhibits 4.1 and 4.2 thereto.
Current wording
In connection with the Vy-Gen relationship and the Coeptis’ ownership in the two product candidates described above, in December 2021 Coeptis and Vy-Gen entered into a co-development and steering committee agreement. The co-development and steering committee agreement provides for the governance and economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates and the revenue sharing related thereto, including each company having a 50% representation on the steering committee and each company receiving 50% of the net revenues related to the Vy-Gen product candidates. Details of the co-development and steering committee agreement are summarized in the Company’s Current Report on Form 8-K dated December 27, 2021, including Exhibits 4.1 and 4.2 thereto.
Previous wording
In March 2025, the Company reached an agreement with Vy-Gen to successfully license the exclusive worldwide development and commercialization rights to the GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform, representing a first-in-class approach to modifying potent cancer-targeting immune cells to optimize the likelihood of deep remission in patients with hematologic malignancies and other cancers. Coeptis had previously held limited co-development rights to GEAR.
Current wording
In March 2025, Coeptis reached an agreement with Vy-Gen to successfully license the exclusive worldwide development and commercialization rights to the GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform, representing a first-in-class approach to modifying potent cancer-targeting immune cells to optimize the likelihood of deep remission in patients with hematologic malignancies and other cancers. Coeptis had previously held limited co-development rights to GEAR.
Previous wording
Revenue. To date, we have generated revenue mostly from lead generation and webinar services offered through our NexGenAI platform. We have not yet achieved profitability, and there remains uncertainty regarding our ability to generate sufficient revenue to cover operating expenses and fund our business plan without additional capital.
Current wording
Revenue. We generate revenue from our crypto asset mining operations, conducted through our wholly owned subsidiary, Z Squared OpCo Inc., which mines Dogecoin and Litecoin through merged mining using Scrypt-algorithm ASIC hardware across six third-party facilities located in North Carolina, South Carolina, and Iowa. These operations commenced on April 24, 2026, the closing date of the Merger. We have not yet achieved profitability, and there remains uncertainty regarding our ability to generate sufficient revenue to cover our operating expenses and fund our business plan without additional capital.
Previous wording
Operating Expenses. Operating expenses consist primarily of salaries and related costs for personnel and professional fees for consulting services related to regulatory, pharmacovigilance, quality, legal, and business development. We expect that our general and administrative expenses will increase in the future as we increase our headcount to support the business growth. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, insurance, and investor relation expenses associated with operating as a public company.
Current wording
Cost of Operations. Cost of operations consists primarily of professional services fees related to the Merger and our pending acquisitions, stock-based compensation associated with awards granted under our 2025 Incentive Compensation Plan, and salaries and related costs for personnel. Cost of operations also includes amortization of co-development rights, realized losses on the sale or exchange of crypto assets, unrealized losses arising from the remeasurement of the crypto assets we hold, and general and administrative and selling and marketing expenses. Professional services fees and stock-based compensation together represented substantially all of our cost of operations for the three and six months ended June 30, 2026. We expect that our general and administrative expenses will increase in the future as we build out corporate infrastructure to support our crypto asset mining operations and our planned expansion into artificial intelligence and high-density compute infrastructure. We also anticipate that we will continue to incur significant accounting, audit, legal, regulatory, compliance, insurance, and investor relations expenses associated with operating as a public company following the Merger.
Previous wording
Comparison of the three months ended March 31, 2026 and March 31, 2025
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
*Fair Value of Warrant Liabilities.*The Company classifies its Public Warrants and Private Placement Warrants as derivative liabilities measured at fair value on a recurring basis, with changes in fair value recognized in the condensed consolidated statements of operations. The Private Placement Warrants are valued using a binomial lattice model, which is a Level 3 fair value measurement. The primary unobservable input is the expected volatility of the Company’s common stock. Changes in the expected volatility, the risk-free interest rate, or the underlying stock price could result in materially different fair value measurements. See Note 6 to the condensed consolidated financial statements.
Current wording
Fair Value of Warrant Liabilities. The Company classifies its former Public Warrants and Private Placement Warrants as derivative liabilities measured at fair value on a recurring basis, with changes in fair value recognized in the condensed consolidated statements of operations. Both classes are valued using a Black-Scholes valuation model and are classified within Level 3 of the fair value hierarchy. The former Public Warrants ceased to meet the requirements for continued listing during the period and are no longer publicly traded; because a quoted market price is no longer available, they were transferred from Level 1 to Level 3 and are now valued using a model that incorporates the issuer call provision. The Private Placement Warrants are valued using a model that excludes the call provision, as those warrants are not subject to it while held by their initial holders. The primary unobservable input is the expected volatility of the Company’s common stock. As of June 30, 2026, the Warrants were valued at a de minimis amount, reflecting an exercise price substantially in excess of the price of the Company’s common stock. Changes in the expected volatility, the risk-free interest rate, or the underlying stock price could result in materially different fair value measurements. See Note 9 to the condensed consolidated financial statements.
Previous wording
*Fair Value of Investments in Privately-Held Companies.*The Company holds significant investments in equity securities of privately-held companies, recorded as investments on the condensed consolidated balance sheets at a carrying value of $13,159,346 at March 31, 2026. The Company applies the measurement alternative under ASC 321, recording these investments at cost less impairment, with adjustments for observable price changes in orderly transactions involving similar securities. The Company assesses these investments for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The assessment of whether impairment exists involves significant management judgment, including with respect to the financial condition and near-term business prospects of the investee, the duration and extent to which the fair value of the investment may have been less than cost, and the existence of observable transactions involving comparable securities. Changes in these judgments could result in materially different impairment conclusions. See Notes 9 and 13 to the condensed consolidated financial statements.
Current wording
*Fair Value of Investments in Privately-Held Companies.*The Company holds investments in equity securities of privately-held companies, recorded as investments on the condensed consolidated balance sheets at a carrying value of $320,543 at June 30, 2026. The Company applies the measurement alternative under ASC 321, recording these investments at cost less impairment, with adjustments for observable price changes in orderly transactions involving similar securities. The Company assesses these investments for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The assessment of whether impairment exists involves significant management judgment, including with respect to the financial condition and near-term business prospects of the investee, the duration and extent to which the fair value of the investment may have been less than cost, and the existence of observable transactions involving comparable securities. Changes in these judgments could result in materially different impairment conclusions. See Note 7 to the condensed consolidated financial statements.
Previous wording
*Share-Based Compensation.*The Company estimates the fair value of granted option awards under ASC 718 using a Black-Scholes option pricing model, which requires inputs that involve management judgment, including share price, expected volatility, risk-free interest rate, dividend yield, and expected option term. The Company also accounts for modifications of share-based payment awards under ASC 718, including the option exchange program completed on February 5, 2026 (in which eligible employees exchanged out-of-the-money options for shares of restricted common stock and the original awards were treated as modified) and the option exercises completed during the period in which the Company received non-cash consideration in the form of shares of privately-held companies and shares of a publicly-traded third party. The measurement of fair value at the modification date involves significant management judgment, and changes in the assumptions used could result in materially different stock-based compensation expense. See Note 7 to the condensed consolidated financial statements.
Current wording
Share-Based Compensation. The Company estimates the fair value of granted option awards under ASC 718-10 using a Black-Scholes option pricing model, which requires inputs that involve management judgment, including share price, exercise price, expected volatility, the risk-free interest rate, and the expected term. For awards containing market-based vesting conditions, fair value is estimated using a Monte Carlo simulation model, which simulates potential future share-price paths to determine the probability and timing of the vesting condition being satisfied. Expected volatility is estimated based on the volatility of the Company. The fair value of restricted stock units is determined based on the fair value of the Company’s common stock on the grant date. Changes in the assumptions used could result in materially different stock-based compensation expense. See Note 12 to the condensed consolidated financial statements.
Previous wording
*Going Concern.*As described in Note 2 to the condensed consolidated financial statements, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The going-concern conclusion involves significant management judgment with respect to, among other things, the Company’s projected cash flows and the likelihood of executing on management’s plans for additional financing. Changes in those projections or plans could result in materially different conclusions regarding the Company’s ability to continue as a going concern.
Current wording
Going Concern. As described in Note 2 to the condensed consolidated financial statements, management evaluates at each reporting period whether conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. Management has concluded that the Company’s existing cash and cash equivalents are sufficient to fund its presently planned operating and capital requirements for at least twelve months from the date the condensed consolidated financial statements are issued, and accordingly that substantial doubt does not exist. That conclusion involves significant management judgment with respect to, among other things, the Company’s projected cash flows, the anticipated amount and timing of operating and capital expenditures, and the pace at which management executes on planned initiatives. Separately, full execution of the Company’s artificial intelligence and high-density compute infrastructure strategy will require substantial additional capital beyond the Company’s current cash resources, which management expects to raise through equity or debt financing; there can be no assurance such capital will be available on favorable terms, or at all. Changes in those projections, plans, or capital availability could result in materially different conclusions regarding the Company’s ability to continue as a going concern in future periods.