Coeptis To Merge With And Into Z Squared; Holders Of Outstanding Z Squared Shares To Receive Equity In Coeptis In Exchange For 9,000 U.S. Based Dogecoin Mining Machines At Closing

WEXFORD, Pa., April 25, 2025 (GLOBE NEWSWIRE) -- Coeptis Therapeutics Holdings, Inc. (Nasdaq; COEP) ("Coeptis" or the "Company"), a biopharmaceutical and technology company focused on developing innovative cell therapy platforms for cancer, autoimmune and infectious diseases, and Z Squared Inc. ("Z Squared"), 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.