Coeptis Therapeutics and Z Squared to Merge

WEXFORD, Pa., April 25, 2025 (GLOBE NEWSWIRE) — Coeptis Therapeutics Holdings, Inc. (Nasdaq; COEP), a biopharmaceutical and technology company focused on developing innovative cell therapy platforms for cancer, autoimmune and infectious diseases, and Z Squared Inc., a Dogecoin mining company, today announced they have entered into a definitive merger agreement for a business combination that will result in Z Squared becoming a wholly-owned subsidiary of Coeptis. Under the terms of the merger agreement, a wholly-owned subsidiary of Coeptis will merge with and into Z Squared and the holders of the outstanding Z Squared shares will receive equity in Coeptis in exchange for 9,000 U.S. based dogecoin mining machines at closing. The Boards of Directors of both Coeptis and Z Squared have approved the proposed merger, which is subject to customary closing conditions, including receipt of all regulatory approvals, continued Nasdaq listing and the approval of the proposed merger by Coeptis’ and Z Squared’s shareholders. In connection with the merger, Coeptis intends to spin out its biopharmaceutical operations, and continue to operate those operations separate from Coeptis after the merger. The technology operations will remain in the Company after the merger. Assuming all conditions to closing are satisfied, the close of the transaction is anticipated to occur in the third quarter of 2025. It is anticipated that Coeptis will be rebranded and operate as Z Squared, Inc., and is expected to list on the Nasdaq Capital Market.

The combined Company will focus on advancing Z Squared’s digital asset mining expertise, which focuses primarily on generating Dogecoin (“DOGE”), along with other digital assets. DOGE has a market cap of over $20B and its native blockchain network’s operating mechanism provides proof-of-work (PoW) DOGE rewards to the owners of digital asset mining machines, highly sophisticated computers which complete complex mathematical equations to process and record transactions on the network.

The surviving entity will be led by Z Squared executives, David Halabu as Chief Executive Officer and Michelle Burke as Chief Operating Officer. Current Coeptis President and Chief Executive Officer, Dave Mehalick, will exit from the Board of Directors upon closing. Prior to serving as Chief Executive Officer of Z Squared, David Halabu was the founder and Managing Partner of multi-vertical alternative investment firm, Group 10 Capital Management.

Michelle Burke was most recently the Chief Executive Officer at the pre-eminent digital asset mining company, Minting Dome Inc.

“We are excited to take this step towards our goal of creating the largest publicly-traded company in the United States primarily focused on DOGE mining,” said David Halabu. “We’re proud of our strategy to bring retail and institutional audiences alike in the public markets a focused exposure to a DOGE asset that currently has over $20B in market capitalization. We believe we have assembled a stellar team that has the requisite expertise and infrastructure.”

“We are excited to bring this opportunity to our shareholders to become involved in the Dogecoin market space, while at the same time being able to remain involved in our biopharmaceutical operations as a result of the contemplated spin out of those operations at closing,” said Dave Mehalick. “I’ve been deeply engaged in the evolution of blockchain infrastructure and am aligned with the direction the new leadership intends to take the Company.”

Coeptis Therapeutics Holdings, Inc., together with its subsidiaries Coeptis Pharmaceuticals, Inc., GEAR Therapeutics, Inc., SNAP Biosciences, Inc., and Coeptis Technologies (collectively “Coeptis”), is a biopharmaceutical and technology company. The biopharmaceutical divisions focus on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases. Coeptis aims to advance treatment paradigms and improve patient outcomes through its cutting-edge research and development efforts.

Coeptis’ therapeutic portfolio is underscored by assets licensed from Deverra Therapeutics, which include an allogeneic cellular immunotherapy platform and DVX201, a clinical-stage, unmodified natural killer cell therapy technology. Coeptis is also developing a universal, multi-antigen CAR technology licensed from the University of Pittsburgh (SNAP-CAR), alongside GEAR cell therapy and companion diagnostic platforms in collaboration with VyGen-Bio and distinguished medical researchers at the Karolinska Institute.

Building on its core competencies, Coeptis has recently established a Technology Division, which focuses on enhancing operational capabilities through advanced technologies. This division features AI-powered marketing software and robotic process automation tools acquired from NexGenAI Solutions Group, designed to optimize business processes and improve overall efficiency.

Headquartered in Wexford, PA, Coeptis is dedicated to advancing its mission within the regulatory framework set forth by the Food and Drug Administration, ensuring that all activities align with the highest standards of compliance and patient care. For more information on Coeptis and its lines of business, visit https://coeptistx.com

About Z Squared Inc.

Z Squared Inc. is a digital asset mining company, focused primarily on the generation of Dogecoin (DOGE), along with other digital assets such as Litecoin and other altcoins. Z Squared aims to unlock gainful investor mining exposure to DOGE, its $20B market cap, and the robust business of altcoin compute mining.