Z Squared Inc.

Coeptis Therapeutics Holdings, Inc. is a biopharmaceutical and technology company operating through direct and indirect subsidiaries including SNAP Biosciences, Inc., GEAR Therapeutics, Inc., Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., and Coeptis Pharmaceuticals, LLC. The biopharmaceutical division focuses on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases, while the technology division enhances operational capabilities through advanced technologies like AI-powered marketing software and robotic process automation tools ¹. The company's core business model involves developing and acquiring cell therapy technologies and offering managed digital marketing services. Revenue generation is primarily transactional from the technology segment, with the biopharmaceutical segment currently non-revenue generating ². Primary customer segments for the technology division include clients seeking enhanced brand visibility, lead generation, and strategic growth initiatives ³.

The biopharmaceutical division's product pipeline includes CD38-GEAR-NK, designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies for CD38-related cancers such as multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia. This is a pre-clinical in vitro proof-of-concept product with human clinical trials planned for 2027 or later ⁴. The global multiple myeloma market was $28.42 billion in 2024 and is projected to reach $47.04 billion by 2031 ⁵. Another product is CD38-Diagnostic, an in vitro diagnostic tool to identify cancer patients suitable for anti-CD38 mAb therapy, designated as a Class II type device by the FDA in September 2023 ⁶. The SNAP-CAR Platform, licensed from the University of Pittsburgh, is a universal self-labeling SynNotch and CARs for programmable antigen-targeting technology platform, currently in preclinical development, with potential application in solid tumors ⁷. 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% ⁸. The CPT60621 co-development with Vici Health Sciences, LLC, for Parkinson's Disease, has had resources reallocated, and Vici intends to buy out most or all remaining ownership rights ⁹.

The technology division operates the NexGenAI Affiliates Network Platform, acquired on December 19, 2024, from NexGenAI Solutions Group, Inc. This platform includes AI-powered marketing software and robotic process automation capabilities, offering managed digital marketing services such as lead generation, content marketing, social media marketing, email marketing, account-based marketing, event marketing, and branding support ¹⁰.

For the fiscal year ended December 31, 2025, the company reported total sales of $1,363,045 ¹¹, with a cost of goods sold of $180,625 ¹², resulting in a gross profit of $1,182,420 ¹³. Operating expenses totaled $14,225,918 ¹⁴, leading to a loss from operations of $(13,043,498) ¹⁵. The net loss for the year was $(12,277,192) ¹⁶, and the net loss attributable to common stockholders was $(11,917,015) ¹⁷. Basic and diluted loss per share was $(2.81) ¹⁸. Cash at the end of the period was $5,674,302 ¹⁹. The company had no convertible notes payable outstanding at December 31, 2025, except for $100,000 in default ²⁰. Total liabilities were $2,085,764 ²¹.

Comparing fiscal year 2025 to 2024, sales increased from $0 in 2024 to $1,363,045 in 2025, entirely from the technology segment ²². Operating expenses increased from $10,054,488 in 2024 to $14,225,918 in 2025 ²³, primarily due to increased professional services expenses, including consulting and legal fees related to the Merger Agreement, and higher stock-based compensation expense from 2025 stock option grants ²⁴. Research and development expense decreased from $2,331,548 in 2024 to $1,277,150 in 2025 ²⁵, mainly due to the termination of the Shared Services Agreement with Deverra Therapeutics in December 2024 and lower total salary expense ²⁶. General and administrative expenses increased from $945,641 in 2024 to $1,148,004 in 2025 ²⁷. Interest expense decreased from $246,116 in 2024 to $96,744 in 2025 ²⁸. The change in fair value of derivative liabilities shifted from a loss of $341,660 in 2024 to a gain of $1,098,055 in 2025 ²⁹. Cash increased from $532,885 in 2024 to $5,674,302 in 2025 ³⁰.

Significant operational developments during the period include the acquisition of NexGenAI Affiliates Network Platform assets on December 19, 2024 ³¹. In March 2025, the company licensed exclusive worldwide development and commercialization rights to the GEAR™ Cell Therapy Platform from Vy-Gen-Bio, Inc., for a total of $400,000 in license fees ³². The Shared Services Agreement with Deverra Therapeutics expired in December 2024 ³³. A pending merger transaction with Z Squared, Inc. was entered into on April 25, 2025, which is expected to close in the second quarter of 2026 and involves a spin-out of Coeptis' biotechnology operations ³⁴.

The company anticipates that its planned product development and strategic expansion pursuits will significantly increase losses over the next five years ³⁵. While it generated sales of $1,363,045 from its NexGenAI platform in fiscal year 2025, it has not yet achieved profitability and requires additional capital to cover operating expenses and fund its business plan ³⁶. Management does not expect to generate significant revenue in the Biotechnology segment for at least the next year, as drug development continues towards commercialization ³⁷.

A major growth area is the exclusive worldwide development and commercialization rights to the GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform, licensed from Vy-Gen-Bio, Inc. in March 2025 ³⁸. This platform is a first-in-class approach to modifying potent cancer-targeting immune cells to optimize deep remission in patients with hematologic malignancies and other cancers ³⁹. The CD38-GEAR-NK product candidate, part of this platform, is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, with human clinical trials planned for 2027 or later ⁴⁰. The global multiple myeloma market, the first targeted indication, was $28.42 billion in 2024 and is expected to reach $47.04 billion by 2031 ⁴¹.

Another growth vector is the SNAP-CAR Platform, an exclusive license agreement with the University of Pittsburgh for universal self-labeling SynNotch and CARs for programmable antigen-targeting technology ⁴². The field of use was expanded in September 2023 to include natural killer cells ⁴³. This preclinical stage technology is envisioned to offer advantages over standard CAR-T treatments, such as reduced potential toxicity through antibody dose control and reduction in cancer relapse by targeting multiple antigens ⁴⁴. The CAR T-cell therapy market size is projected to reach $20.56 billion by 2029 from $1.96 billion in 2021, with a CAGR of 31.6% ⁴⁵. The company is conducting additional research to define target indications and development strategy for this platform ⁴⁶.

Operationally, the company expects general and administrative expenses to increase due to anticipated headcount growth to support business expansion, as well as increased accounting, audit, legal, regulatory, compliance, insurance, and investor relations expenses associated with operating as a public company ⁴⁷. Research and development costs are also expected to increase to support new strategic initiatives ⁴⁸. The company is utilizing a proprietary suite of automation and virtual assistant technologies to streamline client outreach, engagement workflows, and digital marketing operations across its technology segment ⁴⁹.

Regarding capital allocation, the company believes that cash on hand will be sufficient to meet short-term financial requirements through at least the second quarter of 2026, assuming no strategic transactions are pursued ⁵⁰. However, additional funds will be required to fully implement its business plan and growth strategy, including strategic transactions, which may come from equity, debt, or a combination ⁵¹. The company has a 2022 Equity Incentive Plan with a maximum of 367,000 shares authorized, and 437,000 stock options were outstanding as of December 31, 2025 ⁵². The company has never declared or paid dividends and intends to retain any future earnings to fund business development and growth ⁵³.

The company faces substantial doubt about its ability to continue as a going concern, citing a history of net losses, negative operating cash flows, and working capital deficits, with a net loss of $12,277,192 for the year ended December 31, 2025, and an accumulated deficit of $109,953,728 ⁵⁴. The drug development and approval process is uncertain, time-consuming, and expensive, with no guarantee of positive results from preclinical or early-stage trials translating to success in later stages or regulatory approval ⁵⁵. The company may struggle to enroll patients in clinical trials due to the limited number of patients with targeted diseases, potentially delaying or preventing trial commencement ⁵⁶. Competition in the biotechnology, pharmaceutical, and technology industries is intense, with many competitors possessing greater resources and experience, which could lead to superior competing products and lower revenues or profits ⁵⁷. The company currently lacks in-house commercial capabilities for marketing and distributing FDA-approved products, necessitating reliance on third-party partners, with no assurance of securing such firms or achieving sales expectations ⁵⁸. Furthermore, the company does not currently have any intellectual property rights in its name for its current assets, relying instead on third-party agreements, and faces risks if it fails to sustain and build its direct and indirect intellectual property rights ⁵⁹. Nasdaq may delist the company's securities if it fails to maintain listing requirements, such as a minimum bid price of $1.00 per share, which could negatively impact the stock price and liquidity ⁶⁰.

Management's message to shareholders emphasizes a strategic shift towards innovative products and technologies, particularly in cell therapy, while acknowledging a history of losses and the need for significant future revenue to achieve profitability. The company has explicitly stated that it expects its planned product development and strategic expansion pursuits to increase losses significantly over the next five years ⁶¹. Management believes that cash on hand will be sufficient to meet short-term financial requirements through at least the second quarter of 2026, assuming no strategic transactions are pursued ⁶², but acknowledges the need for additional funds to fully implement its business plan and growth strategy ⁶³. The three strategic priorities emphasized for the period ahead are portfolio optimization, strategic partnerships, and business development, focusing on evaluating and prioritizing its pipeline, expanding through partnerships with companies possessing interesting products and technologies, and actively seeking collaborations for its platform technologies ⁶⁴.