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Midas Edge

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$2.79-17.0%Stored close · as of Nov 9, 2026

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Contents

Item 6. Exhibits

Item 6.Exhibits

The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond to Item 601(a) of Regulation S-K, as promulgated by the Securities and Exchange Commission) and are filed as part of this Form 10-Q:

2.1Agreement and Plan of Merger, dated as of April 25, 2025, by and among Coeptis Therapeutics Holdings, Inc., CP Merger Sub, Inc., and Z Squared Inc. (Wyoming) (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the SEC on April 28, 2025).
2.2Limited Waiver and First Amendment to Merger Agreement, dated as of May 27, 2025 (incorporated by reference to Exhibit 2.2 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
2.3Limited Waiver and Second Amendment to Merger Agreement, dated as of June 10, 2025 (incorporated by reference to Exhibit 2.3 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
2.4Limited Waiver and Third Amendment to Merger Agreement, dated as of June 20, 2025 (incorporated by reference to Exhibit 2.4 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
2.5Limited Waiver and Fourth Amendment to Merger Agreement, dated as of August 17, 2025 (incorporated by reference to Exhibit 2.5 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
2.6Limited Waiver and Fifth Amendment to Merger Agreement, dated as of September 10, 2025 (incorporated by reference to Exhibit 2.6 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
2.7Limited Waiver and Sixth Amendment to Merger Agreement, dated as of September 30, 2025 (incorporated by reference to Exhibit 2.7 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
2.8Membership Interest Purchase Agreement, dated as of July 31, 2026, by and among Z Squared Inc., Paradox Infrastructure LLC, Paradox Data, LLC, and the Owner Parties named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2026).
3.1Amended and Restated Certificate of Incorporation of Z Squared, Inc. (formerly Coeptis Therapeutics Holdings, Inc.) (incorporated by reference to Exhibit 3.1 of Coeptis Therapeutics Holdings, Inc.’s Form 8-K, filed with the SEC on November 3, 2022).
3.2Certificate of Amendment of Amended and Restated Certificate of Incorporation of Coeptis Therapeutics Holdings, Inc., dated December 26, 2024 (incorporated by reference to Exhibit 99.1 to Coeptis Therapeutics Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2024)
3.3Amendment to Amended and Restated Certificate of Incorporation of Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on April 30, 2026)
3.4Second Amended and Restated Bylaws of Z Squared Inc. (incorporated by reference to Exhibit 3.3 of the Quarterly Report on Form 10-Q filed with the SEC on May 15, 2026).
10.1Amended and Restated Asset-For-Share Exchange Agreement, dated June 24, 2025, between BSG Series CM, LLC and Z Squared Inc. (Wyoming) (incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.2First Amendment to Amended and Restated Asset-For-Share Exchange Agreement, dated February 10, 2026, between BSG Series CM, LLC and Z Squared Inc. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.3Second Amendment to Amended and Restated Asset-For-Share Exchange Agreement, dated April 23, 2026, between BSG Series CM, LLC and Z Squared Inc. (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.4Master Custody Services Agreement, dated August 14, 2025, between Anchorage Digital Bank N.A. and Z Squared Inc. (incorporated by reference to Exhibit 10.24 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
10.5Master Services Agreement, dated July 26, 2025, between Minting Dome Inc. and Z Squared Inc. (incorporated by reference to Exhibit 10.25 of the Registration Statement on Form S-4 (File No. 333-288329), as amended).
10.6Binding Letter of Intent, dated April 28, 2026, by and among Z Squared Inc., MN Data Centers JV LLC, and Claw Holdings, LLC (acquisition of Skycore Digital LLC) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.7First Amendment to Letter of Intent, effective as of June 30, 2026, by and among Z Squared Inc., MN Data Centers JV LLC, and Claw Holdings, LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on July 10, 2026).
10.8Second Amendment to Consulting Agreement, dated April 27, 2026, by and between Z Squared Inc. and Group 10 Holdings LLC (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.9Corporate Services Agreement, dated as of January 23, 2026, by and between Z Squared Inc. and Moneta Advisory Partners, LLC (including the Milestone-Based Equity Award Schedule attached as Exhibit B thereto) (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.10Investor Relations Consulting Agreement, dated December 8, 2025, by and between Z Squared Inc. and MZHCI, LLC (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.11Marketing Services Agreement, dated February 24, 2026, by and between Z Squared Inc. and Fulcrum New Amsterdam LLC (d/b/a Retail Sparks) (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.12Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and David Halabu (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.13Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Brian Cogley (incorporated by reference to Exhibit 10.7 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.14Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Ryan Schadel (incorporated by reference to Exhibit 10.8 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.15Employment Agreement by and between Z Squared Inc. and Michelle Burke (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.16Form of Independent Director Agreement (incorporated by reference to Exhibit 10.9 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.17Z Squared Inc. Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.10 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.18Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Annex C of the Registration Statement on Form S-4 (File No. 333-288329)).
10.19Form of Stock Option Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.12 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.20Form of Restricted Stock Unit Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.21Form of Restricted Stock Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.14 of the Current Report on Form 8-K filed with the SEC on May 1, 2026).
10.22Indemnification Agreements by and between Z Squared Inc. and each of David Halabu, Adam Sohn, Bryan Fuerst, Kenneth Cooper, Michelle Burke, and Brian Cogley (incorporated by reference to Exhibits 10.6 through 10.11 of the Current Report on Form 8-K filed with the SEC on April 30, 2026).
10.23Standby Equity Purchase Agreement, dated November 1, 2024, between Coeptis Therapeutics Holdings, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on November 6, 2024).
10.24Committed Equity Forward Purchase Agreement, dated as of May 29, 2026, between Z Squared Inc. and LucentHash / Data Part Capital (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the SEC on June 4, 2026).
10.25*Contribution Agreement, dated as of April 15, 2026, by and between Coeptis Therapeutics Holdings Inc., a Delaware corporation, and Coeptis Holdings, Inc., a Delaware corporation.
10.26*Assignment and Assumption Agreement, dated as of April 15, 2026, by and between Coeptis Therapeutics Holdings, Inc., a Delaware corporation, and Coeptis Therapeutics, Inc., a Delaware corporation.
10.27*Option Agreement, dated April 24, 2026, among Coeptis Therapeutics Holdings, Inc., Coeptis Holdings, Inc. (“CHI”), and GEAR Therapeutics, Inc. (relating to CHI’s option to acquire GEAR Therapeutics, Inc.).
31.1*Rule 13a-14(a)/15(d)-14(a) Certification of David Halabu, Chief Executive Officer, and Principal Executive Officer
31.2*Rule 13a-14(a)/15(d)-14(a) Certification of the Chief Financial Officer and Principal Financial Officer.
32.1*Section 1350 Certification of Principal Executive Officer. Filed herewith.
32.2*Section 1350 Certification of Principal Financial Officer. Filed herewith.
97.1Z Squared Inc. (formerly Coeptis Therapeutics Holdings, Inc.) Clawback Policy (incorporated by reference to Exhibit 97 to Amendment No. 1 to the Form 10-K/A filed with the SEC on June 3, 2025).
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema
101.CAL*XBRL Taxonomy Extension Calculation Linkbase
101.DEF*XBRL Taxonomy Extension Definition Linkbase
101.LAB*XBRL Taxonomy Extension Label Linkbase
101.PRE*XBRL Taxonomy Extension Presentation Linkbase
*Filed Herewith
ContentsView on SEC.gov

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