Coeptis Therapeutics Holdings, Inc. 8-K

What Happened

• Coeptis Therapeutics Holdings, Inc. (COEP) filed an 8-K reporting results of its Annual and Special Meeting of Stockholders. At the record date (January 2, 2026) there were 5,680,111 shares outstanding and 3,697,558 shares were represented at the meeting (a quorum). Stockholders approved several principal matters, including the proposed merger, a spin‑out of certain biopharmaceutical operations, and an amendment to change the company’s name to “Z Squared Inc.” The filing also reports approval of a new equity incentive plan for the combined company, director elections, option repricings, and ratification of the auditor.

Key Details

• Record date/outstanding shares: 5,680,111; shares present/represented: 3,697,558.
• Merger Proposal: Approved — For 3,472,303; Against 225,250; Abstain 5.
• Spin Out Proposal: Approved — For 3,470,423; Against 225,865; Abstain 1,270.
• Certificate of Incorporation (name change to “Z Squared Inc.”): Approved — For 3,471,316; Against 226,240; Abstain 2.
• Equity Incentive Plan (combined company): Approved — For 3,681,614; Against 12,291; Abstain 3,653.
• Directors elected (all approved): Bryan Fuerst, Adam Sohn, David Halabu, Michelle Burke, Kenneth Cooper (each received ~3.69M For votes).
• Option repricing/replacement: Approved — For 3,453,849; Against 241,823; Abstain 1,886.
• Auditor ratification: Astra Audit & Advisory, LLP ratified — For 3,695,612; Against 96; Abstain 1,850.
• Advisory vote on executive compensation: Non‑binding approval — For 3,691,897; Against 2,849; Abstain 2,812.
• Adjournment proposal (to solicit additional proxies if needed) was not presented.

Why It Matters

• These shareholder approvals clear key corporate steps: the merger and related corporate reorganization (including the spin‑out) and the legal name change, which will affect the company’s structure and public identity. Approval of the equity incentive plan and option actions set the framework for future equity grants and adjustments for management and employees. Ratification of the auditor and director elections confirm governance continuity. Investors should note the vote margins and that the advisory executive‑compensation vote was non‑binding.