BRISTOL, TN — February 4, 2026 — Leads & Copy — Coeptis Therapeutics Holdings, Inc. (NASDAQ:COEP) shareholders have approved a merger that transforms the company from a clinical-stage biopharmaceutical firm into a dual-sector enterprise. The transaction, approved at a recent shareholder meeting, centers the combined entity around technology infrastructure operations valued at $660 million while spinning out biotech assets valued at $75 million to shareholders as a separate company.
The restructuring, initially disclosed in 2025 SEC filings, involves leveraging an existing NASDAQ listing to provide shareholder exposure across two sectors: contracted technology infrastructure revenue and cell therapy development.
Shareholders approved three proposals to create the dual-sector structure. The first proposal authorized share issuance under the April 25, 2020, merger agreement with Z-Squared Inc. The second allowed the transfer of biopharmaceutical operations to a spin-out subsidiary, with shares distributed pro-rata to stockholders. The third proposal changed the corporate name from Coeptis Therapeutics Holdings to Z Squared Inc.
Post-merger, Z-Squared shareholders own 79% of the combined entity, while existing Coeptis shareholders retain 21%. The surviving entity will operate technology infrastructure under the NASDAQ:COEP ticker. Shareholders will also receive stock in a separate biotech company focused on cell therapy and oncology programs.
Z-Squared operates 9,000 U.S.-based technology infrastructure units at full capacity under hosting agreements, offering geographic diversification across multiple domestic facilities. The business model generates recurring revenue through contracted hosting arrangements tied to physical assets rather than software subscriptions or cloud services. The company owns and operates physical hardware, negotiates facility hosting agreements, and maintains operational control, differentiating itself from competitors reliant on international data center capacity or third-party hosting.
The $75 million biotech spin-out includes DVX201, an unmodified natural killer cell therapy licensed from Deverra Therapeutics, the SNAP-CAR universal multi-antigen platform from the University of Pittsburgh, and GEAR cell therapy platforms developed with VyGen-Bio and Karolinska Institute researchers. Management intends to pursue a NASDAQ uplisting for the independent entity, providing public market access without a traditional IPO.
The transaction also captures approximately $100 million in tax-loss carryforwards accumulated during Coeptis’s clinical development years. These net operating losses (NOLs) can shield Z-Squared from federal income taxes on future earnings, improving after-tax cash flow during early combined operations and potentially funding infrastructure unit expansion or technology development.
The restructuring allows for simultaneous exposure to contracted technology infrastructure revenue and biotech development. Existing COEP shareholders maintain cell therapy exposure through the spin-out while adding technology infrastructure positions. New investors gain access to recurring infrastructure revenue with biotech optionality as a separate security.
The transaction leverages institutional interest in infrastructure-style technology investments offering predictable cash flows and long-term contracts. By separating biotech programs into a distinct entity, each business can attract capital from investors with relevant sector expertise. The combined valuation is approximately $835 million, including $660 million for technology infrastructure, $75 million for the biotech spin-out, and $100 million in tax attributes.
With shareholder approval secured, management will proceed with transaction closing, biotech spin-out execution, and operations as a combined technology infrastructure and life sciences enterprise.
The Vanderbilt Report provides independent analysis of public company transactions, focusing on strategic structure, valuation methodology, and market positioning. Analysis is based solely on publicly available SEC filings and does not constitute investment advice.
Source: Coeptis Therapeutics Holdings, Inc.
