Z Squared Inc.
For the period ended Mar 31, 2026. Filed May 15, 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.
Mar 31, 2026 · Filed May 15, 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 2025-09-30; filed 2025-11-14.
0001683168-25-008341
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 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 63 previous paragraphs and 86 current paragraphs.
31 unchanged; 14 reworded; 41 added; 15 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 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 (41)
Current report
Recent Business Combination
Current report
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 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.
Current 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.
Current 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.
Current report
Basis of MD&A Discussion
Current 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.
Current 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.
Current 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.
Current report
Subsidiaries
Current report
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 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.
Current report
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 report
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 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.
Current 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.
Current report
SNAP-CAR Technologies; University of Pittsburgh
Current 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.
Current 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.
Current 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.
Current 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.
Current 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.
Current 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.
Current 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:
Current 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.
Current report
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 report
Overview. Operating expenses decreased from $4,074,702 in the three months ended March 31, 2025 to $3,983,259 in the three months ended March 31, 2026. The decrease is attributed to a decrease in professional services expense offset by an increase in general and administrative expenses and stock-based compensation.
Current report
Realized gain on marketable securities. For the three months ended March 31, 2026 the Company recognized a realized gain on the sale of marketable securities of $85,407, compared to no such gain for the three months ended March 31, 2025. The gain resulted from the sale of equity securities during the period. Management does not expect the realized gain to have a material impact on the Company’s liquidity or ongoing operations.
Current report
Liquidity and Capital Resources
Current report
The Company has historically funded its operations through sales of equity and debt securities and, more recently, through advances under the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”) described in Note 7 to the condensed consolidated financial statements. During the three months ended March 31, 2026, the Company’s principal sources of liquidity consisted of cash on hand, proceeds from sales of marketable securities, and proceeds from the issuance of common stock under the SEPA.
Current report
At March 31, 2026, the Company had cash of $5,211,188, compared to cash of $5,674,302 at December 31, 2025. During the three months ended March 31, 2026, the Company used $1,758,887 of cash in operating activities, generated $591,519 of cash from investing activities (consisting of proceeds from the sale of marketable securities), and generated $704,254 of cash from financing activities (consisting of $504,254 of proceeds from the issuance of common stock under the SEPA and $200,000 of cash proceeds received in connection with stock option exercises). In addition, the Company received non-cash consideration in connection with stock option exercises during the period consisting of shares of privately-held companies valued at $1,663,580 and marketable securities valued at $56,112.
Current report
As described in Note 2 to the condensed consolidated financial statements, the Company has concluded, and its independent registered public accounting firm has expressed in connection with the audit of the Company’s financial statements for the year ended December 31, 2025, that there is substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2026, the Company had an accumulated deficit of $113,870,346, and for the three months ended March 31, 2026, the Company had a net loss of $4,020,896. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital, generate positive cash flow from operations, and ultimately achieve and sustain profitable operations. There can be no assurance that the Company will be successful in any of these respects.
Current report
Although the historical financial statements presented in this Quarterly Report reflect the operations of Coeptis Therapeutics Holdings, Inc. and its subsidiaries during the period covered, the Company’s liquidity needs and capital resources in subsequent periods will reflect the digital asset mining operations conducted through Z Squared, Inc. as the accounting acquirer following the closing of the Merger and the Spin-Out on April 24, 2026. As described in the Registration Statement on Form S-4 (File No. 333-288329) and the Company’s Current Report on Form 8-K filed on April 30, 2026, Z Squared has historically incurred substantial losses and has likewise reflected substantial doubt about its ability to continue as a going concern. The combined company’s liquidity needs in subsequent periods will be materially greater than those reflected in this Quarterly Report as a result of (i) the operating costs of the digital asset mining business (including energy procurement, hosting, equipment maintenance, and fleet replacement costs), (ii) the capital expenditures associated with the Company’s planned expansion into power generation, data center development, and high-performance compute hosting business lines, and (iii) the costs of the pending acquisition of Skycore Digital LLC described in Note 17 and under Part II, Item 1A of this Quarterly Report.
Current report
As of the date of this Quarterly Report, the Company has access to remaining capacity under the SEPA, subject to the limitations described in Note 7 to the condensed consolidated financial statements (including the Exchange Cap, the 4.99% beneficial ownership limit applicable to Yorkville, and the minimum-acceptable-price provisions). The Company also expects that it will need to raise additional capital through one or more public or private offerings of equity, debt, or hybrid securities, project financings, joint ventures, or strategic transactions to fund the operations of the combined company and the planned expansion into the new business lines described above. There can be no assurance that any such additional capital will be available to the Company on acceptable terms, or at all. If the Company is unable to access additional capital when needed, the Company may be required to delay, reduce in scope, or abandon planned business activities, including its planned expansion into power generation, data center development, and high-performance compute hosting, any of which could materially and adversely affect the Company’s business, financial condition, and results of operations.
Current report
The Company’s material cash commitments at March 31, 2026 consisted of (i) future minimum rental payments under the Company’s office lease aggregating $103,163 through 2028, as described in Note 10 to the condensed consolidated financial statements; (ii) the SBA Economic Injury Disaster Loan in the principal amount of $150,000, bearing interest at 3.75% per annum, as described in Note 5; (iii) the convertible note payable in the principal amount of $100,000, which is in default as described in Note 4; and (iv) contingent royalty, milestone, license maintenance, and performance-based payments under the various biotechnology license, sublicense, and research agreements described in Notes 3 and 10, the timing and amount of which depend on the occurrence of contingent events. Following the closing of the Merger and the Spin-Out on April 24, 2026, certain of these commitments — including those relating to the GEAR Cell Therapy Platform and other biotechnology operations not included in the Spin-Out — continue to be obligations of the Company. In addition, following the closing of the Merger, the Company has assumed the cash commitments of Z Squared, including those associated with its digital asset mining operations.
Current report
Critical Accounting Estimates
Current report
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates on an ongoing basis. Actual results could differ materially from these estimates under different assumptions or conditions. The Company considers an accounting estimate to be “critical” if (i) the estimate requires assumptions to be made that were uncertain at the time the estimate was made and (ii) different estimates that the Company reasonably could have used, or changes in those estimates that are reasonably likely to occur, could have a material effect on the Company’s financial position, results of operations, or cash flows. The following accounting estimates were critical to the historical financial statements of Coeptis Therapeutics Holdings, Inc. and its subsidiaries presented in this Quarterly Report:
Current report
*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 report
*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 report
*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.
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Removed paragraphs (15)
Previous report
As discussed elsewhere in this Quarterly Report on Form 10-K, pursuant to the Merger, we acquired our primary operating subsidiary Coeptis Therapeutics, Inc. The Merger was accounted for as a “reverse merger,” and Coeptis Therapeutics, Inc. was deemed to be the accounting acquirer in the Merger. Consequently, the financial condition, results of operations and cash flows discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations discussed below are those of Coeptis Therapeutics, Inc. and its consolidated subsidiaries. When we use words in this section like “we,” “us”, “our,” the “Company” and words of the like, unless otherwise indicated, we are referring to the operations of our wholly-owned subsidiaries, including Coeptis Therapeutics, Inc.
Previous report
*The Merger Transaction.*On October 28, 2022, a wholly-owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis Therapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, the Company acquired the business of Coeptis Therapeutics, Inc., which now continues its existing business operations as the Company’s wholly-owned subsidiary.
Previous report
About the Company’s Subsidiaries. We are now a holding company that currently operates through our direct and indirect subsidiaries SNAP Biosciences, Inc. and GEAR Therapeutics, Inc., which are majority owned, and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC, which are wholly owned.
Previous report
Company History of Coeptis Therapeutics, Inc.
Previous report
Coeptis Pharmaceuticals, LLC was formed on July 12, 2017 as a Pennsylvania multi-member limited liability company. On December 1, 2018, the members of LLC contributed their interest to a newly formed corporation, Coeptis Pharmaceuticals, Inc. As of December 1, 2018, the LLC became a disregarded single-member limited liability company which is wholly owned by the newly formed corporation. On February 12, 2021, Vinings Holdings, Inc., a Delaware corporation (“Vinings”), merged (the “Merger”) with and into Coeptis Pharmaceuticals, Inc. On July 12, 2021, the company has legally changed its name from Vinings Holdings, Inc. to Coeptis Therapeutics, Inc. Coeptis was the surviving corporation of that Merger. As a result of the Merger, Vinings acquired the business of Coeptis and will continue the existing business operations of Coeptis as a wholly owned subsidiary. The Merger was treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Vinings before the Merger were replaced with the historical financial statements of Coeptis before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”).
Previous report
We are a biopharmaceutical and technology company which owns, acquires, and develops cell therapy technologies for cancer and other diseases. Our products and technologies are intended to be commercialized in the US and other major markets throughout the world. Since our inception in 2017, we have acquired and commercialized two drug products for the US market, which were approved as 505b2 applications. These anti-hypertension products were launched into the US market during 2020 through a marketing partner. At launch, the sales and promotional efforts were significantly impeded by the limitation of the global pandemic and as such, we have since abandoned all activities and ownership pertaining to both products. We also began the development of several ANDA products which we divested in 2019 to a larger generic pharmaceutical drug manufacturer and have moved away from focusing on the commercialization of generic products. In early 2021, we entered into strategic partnerships to co-develop improved therapies for the auto-immune and oncology markets. Following the reverse merger transaction, we continue to focus on identifying and investing resources into innovative products and technologies which we believe will significantly transform our current products and therapies.
Previous report
During 2020 and continuing through 2021, we faced several operational challenges related to the COVID-19 global pandemic, which we continue to work to overcome. The launch of both 5050b2 products was impacted because of various COVID-19 limitations, most notably field sales personnel were not able to make healthcare provider visits in person; thereby limiting the awareness of the availability of these products. We explored and implemented several non-personal promotion efforts, but given the global limitations and dynamics, it was challenging to achieve expected sales. We have since abandoned all activities and ownership pertaining to both products.
Previous report
Revenue. To date, we have generated minimal revenue mostly from consulting arrangements and product sales. Due to the COVID-19 global pandemic and the resulting market dynamics, it is uncertain if the current marketed products can generate sufficient sales to cover expenses.
Previous report
***Overview.***Operating expenses increased from $2,141,789 in the three months ended September 30, 2024 to $2,669,314 in the three months ended September 30, 2025. The increase is primarily attributed to the increase in professional services expense related to consulting and legal fees in connection with the Merger Agreement, and an increase in stock based compensation expense as a result of the 2025 stock option grants. The year-over-year decrease in research and development expense is primarily a result of the SSA termination with Deverra Therapeutics in December, 2024.
Previous report
Comparison of the nine months ended September 30, 2025 and September 30, 2024
Previous report
Operating Expenses
Previous report
***Overview.***Operating expenses increased from $7,892,274 in the nine months ended September 30, 2024 to $11,420,754 in the nine months ended September 30, 2025. The increase is primarily attributed to the increase in professional services expense related to consulting and legal fees in connection with the Merger Agreement. Stock based compensation expense increased year-over year as a result of the 2025 stock option grants. The year-over-year decrease in Research and development expense is primarily a result of the SSA termination with Deverra Therapeutics in December, 2024.
Previous report
***General and Administrative Expenses.***General and administrative expenses were $584,667 for the nine months ended September 30, 2024 and $998,707 for the nine months ended September 30, 2025. The increase was primarily due to fees incurred in connection with the resolution of an arbitration matter that has been concluded.
Previous report
***Interest Expense.***Interest expense was $317,487 for the nine months ended September 30, 2024 and was $201,889 for the nine months ended September 30, 2025. The decrease was primarily a result of the satisfaction of the Purple Biotech convertible note and the Yorkville convertible notes. Interest expense related to notes payable, which are discussed in detail in the notes to the condensed consolidated financial statements, incorporated by reference herein.
Previous report
***Financial Resources and Liquidity.***The Company had limited financial resources during the nine months ended September 30, 2024 with cash of $1,137,452. For the period ended September 30, 2025, cash and cash equivalents increased to $4,908,487. The increase in cash resulted primarily from the 2025 private placement common stock offering and draws under the SEPA. During both these time periods, the Company continues to operate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on all product development targets and to stay current with all of the Company’s scientist consultants, legal counsel, and accountants. During 2025, the Company believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s operating strategy.
Reworded paragraphs (14)
Previous wording
When we use works like “we,” “us”, “our,” the “company” and words of the like, unless otherwise indicated, we are referring to the operations of us and our wholly-owned subsidiaries Coeptis Therapeutics, Inc. and Coeptis Pharmaceuticals, Inc. (“Coeptis”).
Current wording
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 wording
This Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 12E of the Securities Exchange Act of 1934, including or related 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” and similar expressions are intended to identify forward-looking statements. Although we believe that assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate, and we may not realize the results contemplated by the forward-looking statement. 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 plans. 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. These and other statements which 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, the failure to successfully develop a profitable business, delays in identifying customers, and the inability to retain a significant number of customers, as well as the risks and uncertainties described in “Risk Factors” section to our Annual Report for the fiscal year ended December 31, 2024.
Current 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…
Excerpt shortened here; the source contains the full paragraph.
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 and nine months ended September 30, 2025 and 2024, 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 months ended March 31, 2026 and 2025, included in Part I, Item 1 of this Form 10-Q.
Previous wording
*General.*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 Merger, the Company changed its corporate name from Bull Horn Holdings Corp. to “Coeptis Therapeutics Holdings, 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 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.”
Previous wording
Multiple myeloma is the first cancer indication targeted with CD38-GEAR-NK. The global multiple myeloma market was $19.48B in 2018 and is expected to reach $31B by 2026 [Source: Fortune Business Reports].
Current wording
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 wording
In March 2025, the Company reached an agreement with Vy-Gen-Bio, Inc. (“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, 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.
Previous wording
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 accompanying condensed 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.
Current wording
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 wording
The acquired assets include technology-enabled AI driven marketing automation platform, along with associated tools and infrastructure that enable the Company to offer managed digital marketing services under its own brand. Originally launched in the third quarter of 2023, the platform was developed to support client efforts in enhancing brand visibility, generating qualified leads, and advancing strategic growth initiatives. The Company’s managed service offerings now include lead generation, content marketing, social media marketing, email marketing, account-based marketing, marketing analytics, event marketing, and branding support.
Current wording
The acquired assets include a technology-enabled AI driven marketing automation platform, along with associated tools and infrastructure that enable the Company to offer managed digital marketing services under its own brand. Originally launched in the third quarter of 2023, the platform was developed to support client efforts in enhancing brand visibility, generating qualified leads, and advancing strategic growth initiatives. The Company’s managed service offerings now include lead generation, content marketing, social media marketing, email marketing, account-based marketing, marketing analytics, event marketing, and branding support.
Previous wording
Research and Development Costs*.*Research and developments costs will continue to be dependent on the strategic business collaborations and agreements will are anticipating in the future. We expect development costs to increase to support our new strategic initiatives.
Current wording
Research and Development Costs. Research and developments costs will continue to be dependent on the strategic business collaborations and agreements we are anticipating in the future. We expect development costs to increase to support our new strategic initiatives.
Previous wording
Revenues. Revenues recorded in the three months ended September 30, 2025 and 2024 were $237,441 and $0, respectively. The Company’s revenue generating activities are a result of the lead generation and webinar services of its NexGenAI Affiliates Network platform within its Technology segment. The activities of the Company’s Biotechnology segment primarily include product development, raising capital, and building infrastructure. Management will continue to pursue drug development toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
Current wording
Revenues. Revenues recorded in the three months ended March 31, 2026 and 2025 were $113,771 and $62,874, respectively. The Company’s revenue generating activities are a result of the lead generation and webinar services of its NexGenAI Affiliates Network platform within its Technology segment. The activities of the Company’s Biotechnology segment primarily include product development, raising capital, and building infrastructure. Management will continue to pursue drug development toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
Previous wording
***General and Administrative Expenses.***For the three months ended September 30, 2025 and 2024, general and administrative expenses are included in operating expenses. All costs incurred can be attributed to the planned principal operations of product development, raising capital, and building infrastructure.
Current wording
General and Administrative Expenses. For the three months ended March 31, 2026 and 2025, general and administrative expenses are included in operating expenses. All costs incurred can be attributed to the planned principal operations of product development, raising capital, building infrastructure, and the state of Delaware franchise taxes.
Previous wording
***Interest Expense.***Interest expense was $50,926 for the three months ended September 30, 2024 and was $62,610 for the three months ended September 30, 2025.
Current wording
Interest Expense. Interest expense was $71,491 for the three months ended March 31, 2025 and was $5,257 for the three months ended March 31, 2026. The decrease is primarily due to the satisfaction of notes payable.
Previous wording
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the three months ended September 30, 2024 was $349,500 and was $57,750 for the three months ended September 30, 2025. The change in value of the derivative liability warrants, and resulting gain, is a result of a drop in the implied volatility of the warrants and the shortened expiration time, as well as a decrease in the principal amount of the related convertible note in combination with an increase in the common share price during the period, leading to a reduced number of shares available to be converted.
Current wording
Change in Fair Value of Derivative Liabilities. The change in fair value for the three months ended March 31, 2025 was a gain of $596,120 and was a loss of $19,875 for the three months ended March 31, 2026. The change in value of the derivative liability warrants, is a result of a drop in the implied volatility of the warrants and the shortened expiration time, as well as a decrease in the principal amount of the related convertible note in combination with an increase in the common share price during the period, leading to a reduced number of shares available to be converted.
Previous wording
***Unrealized loss on marketable securities.***The Company recognized an unrealized loss on its portfolio of marketable securities of $568,868 for the three months ended September 30, 2025. The unrealized loss was attributable to a decline in the market value of the securities during the period. The unrealized loss is non-cash in nature and reflects a temporary change in fair value as of the balance sheet date. Management does not expect the unrealized loss to have a material impact on the Company’s liquidity or ongoing operations.
Current wording
Unrealized loss on marketable securities. The Company recognized an unrealized loss on its portfolio of marketable securities of $176,045 for the three months ended March 31, 2026. The unrealized loss was attributable to a decline in the market value of the securities during the period. The unrealized loss is non-cash in nature and reflects a temporary change in fair value as of the balance sheet date. Management does not expect the unrealized loss to have a material impact on the Company’s liquidity or ongoing operations.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
***Revenues.***Revenues recorded in the nine months ended September 30, 2025 and 2024 were $500,996 and $0, respectively. The Company’s revenue generating activities are a result of the lead generation and webinar services of its NexGenAI Affiliates Network platform within its Technology segment. The activities of the Company’s Biotechnology segment primarily include product development, raising capital, and building infrastructure. Management will continue to pursue drug development toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
Previous report — wording carried elsewhere
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the nine months ended September 30, 2024 was $235,125 and was $856,180 for the nine months ended September 30, 2025. The change in value of the derivative liability warrants, and resulting gain, is a result of a drop in the implied volatility of the warrants and the shortened expiration time, as well as a decrease in the principal amount of the related convertible note in combination with an increase in the common share price during the period, leading to a reduced number of shares available to be converted.
Previous report — wording carried elsewhere
***Unrealized loss on marketable securities.***The Company recognized an unrealized loss on its portfolio of marketable securities of $178,302 for the nine months ended September 30, 2025. The unrealized loss was attributable to a decline in the market value of the securities during the period. The unrealized loss is non-cash in nature and reflects a temporary change in fair value as of the balance sheet date. Management does not expect the unrealized loss to have a material impact on the Company’s liquidity or ongoing operations.