Vanderbilt Report: Coeptis Therapeutics Shareholders Approve Transformational Merger: From Biopharma to Dual-Sector Platform

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BRISTOL, TN / ACCESS Newswire / February 4, 2026 / Coeptis Therapeutics Holdings, Inc. (NASDAQ:COEP) shareholders approved a transformational merger that converts a clinical-stage biopharmaceutical company into a dual-sector enterprise. The transaction anchors the combined entity around technology infrastructure operations valued at $660 million while distributing biotech assets valued at $75 million to shareholders as a separate spin-out company.

The shareholder meeting validated a strategic restructuring first disclosed in 2025 SEC filings. Rather than pursuing traditional M&A, management engineered a business model transformation that leverages an existing NASDAQ listing to create shareholder exposure across two distinct sectors: contracted technology infrastructure revenue and speculative cell therapy development.

The Transaction Architecture

Shareholders approved three interdependent proposals creating the dual-sector structure. Proposal 1 authorized share issuance under the April 25, 2020 merger agreement with Z-Squared Inc. Proposal 2 enabled transfer of biopharmaceutical operations to a spin-out subsidiary, with shares distributed pro-rata to stockholders. Proposal 3 changed the corporate name from Coeptis Therapeutics Holdings to Z Squared Inc.

Post-merger, Z-Squared shareholders own 79% of the combined entity, with existing Coeptis shareholders retaining 21%. The surviving entity operates technology infrastructure under the NASDAQ:COEP ticker. Separately, shareholders receive stock in a standalone biotech company housing cell therapy and oncology programs.

Technology Infrastructure: The $660M Core Asset

Z-Squared operates 9,000 U.S.-based technology infrastructure units at full capacity under hosting agreements providing geographic diversification across multiple domestic facilities. The business model generates recurring revenue through contracted hosting arrangements tied to long-life physical assets rather than software subscriptions or cloud services.

The company owns and operates physical hardware, negotiates facility hosting agreements, and maintains operational control. This capital-intensive approach trades high gross margins for revenue visibility through multi-year hosting contracts. The domestic facility footprint differentiates Z-Squared from competitors reliant on international data center capacity or third-party hosting.

The Biotech Spin-Out and Tax Advantages

The $75 million biotech spin-out houses 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 plans to pursue a NASDAQ uplisting for the independent entity, providing public market access without requiring a traditional IPO.

The transaction structure also captures approximately $100 million in tax-loss carryforwards accumulated during Coeptis's clinical development years. These NOLs shield Z-Squared from federal income taxes on future earnings, improving after-tax cash flow during early combined operations. The tax advantages can fund infrastructure unit expansion or technology development without immediate tax consequences.

Market Positioning and Strategic Timing

The transformation creates simultaneous exposure to contracted technology infrastructure revenue and biotech development. Existing COEP shareholders preserve 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 capitalizes on institutional interest in infrastructure-style technology investments offering predictable cash flows from physical assets and long-term contracts. By separating biotech programs into a distinct entity, each business attracts capital from investors with appropriate sector expertise-infrastructure investors evaluating unit economics and hosting contracts, biotech specialists assessing clinical timelines and regulatory pathways.

The timing leverages an existing NASDAQ listing to create this dual-sector structure without requiring separate public offerings. The $835 million combined valuation-$660M technology infrastructure, $75M biotech spin-out, $100M tax attributes-provides a framework as the entities execute on infrastructure unit expansion and clinical development milestones.

With preliminary shareholder approval secured, management proceeds with transaction closing, biotech spin-out execution, and operations as a combined technology infrastructure and life sciences enterprise.

About Coeptis Therapeutics Holdings, Inc.

Coeptis Therapeutics Holdings, Inc. (NASDAQ:COEP) is a biopharmaceutical and technology company developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases. The therapeutic portfolio includes assets licensed from Deverra Therapeutics and the University of Pittsburgh. The Technology Division includes AI-powered marketing software and robotic process automation tools. Headquartered in Wexford, PA. For more information: https://coeptistx.com

About The Vanderbilt Report

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.

Media Contact

Kristen Owens

The Vanderbilt Report

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Forward-Looking Statements

This press release 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. These forward-looking statements include, but are not limited to, statements regarding the proposed merger transaction, the biotech spin-out, expected valuations, business strategies, operational plans, NASDAQ uplisting intentions, and future financial performance. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements.

Factors that could cause actual results to differ include, but are not limited to: the ability to complete the merger and satisfy closing conditions; regulatory approvals; market conditions; the ability to successfully operate the combined business; the ability to complete the biotech spin-out and obtain NASDAQ uplisting approval; the ability to maintain hosting agreements and customer relationships; competitive pressures; technological changes; the ability to utilize tax-loss carryforwards; the ability to advance clinical development programs; and other risks detailed in Coeptis's SEC filings. Coeptis undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.

This announcement is based solely on publicly available SEC filings and does not constitute investment advice or a recommendation to buy or sell securities. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions.

SOURCE: Vanderbilt Report