THE VANDERBILT REPORT
Equity Research & Investor Intelligence
BRISTOL, TN / ACCESS Newswire / March 2026
Vanderbilt Report: Coeptis / Z Squared Merger Enters Final Stretch — Closing Imminent as Institutional Tailwinds Build for Dogecoin
Shareholder Vote Behind It. SEC Clearance Obtained. The Nasdaq Debut of the Largest Pure-Play U.S. Dogecoin Miner Now Draws Into View.
NASDAQ: COEP | Pending Ticker: ZSQR
TRANSACTION SNAPSHOT
$835M — Combined transaction valuation (per SEC filings)
$660M — Z Squared digital infrastructure / mining operations valuation
$75M — Gear Therapeutics biotech spin-out value (distributed to COEP shareholders)
~$100M — Estimated net operating loss carryforwards shielding future earnings
9,800 — ASIC miners deploying across NC, SC, and Iowa at closing
Jan 30, 2026 — Date shareholders voted to approve all merger proposals
ZSQR — Anticipated Nasdaq ticker for the combined entity post-close
When Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) and Z Squared Inc. first announced their transformational merger in April 2025, the path ahead was long: SEC registration, proxy mailing, fairness opinions, shareholder votes, Nasdaq listing review, and a biotech spin-out to architect in parallel. Today, as of March 2026, that path has been walked. Shareholders voted yes on January 30. The SEC declared the Form S-4 effective. The biotech spinout structure is in place. What remains are the final administrative conditions to closing — and the market Z Squared is about to step into has arguably never looked more prepared to receive it.
The Vanderbilt Report has followed this transaction from its first disclosures through shareholder approval. This update examines where the deal stands today, what closing means for shareholders on both sides of the equation, and why the macro environment for Dogecoin — the primary asset underlying Z Squared’s entire mining operation — has materially strengthened since this deal was first announced.
Where the Transaction Stands: Inside the Final Closing Conditions
Coeptis confirmed on February 5, 2026 that its shareholders voted to approve all eight proposals presented at the January 30 meeting. All five interdependent proposals — the merger share issuance, the biopharmaceutical spin-out, the corporate name change to Z Squared Inc., the 2025 incentive compensation plan, and the board composition effective at closing — passed with the inspector of elections confirming preliminary approval across the board.
The transaction now remains subject to satisfaction of the remaining conditions to closing as disclosed in the company’s Form 8-K. These conditions include continued Nasdaq listing compliance for the combined entity, which the company has disclosed is subject to Nasdaq’s review and cannot be guaranteed. If the Nasdaq listing application is not approved, the combined company’s shares would continue to trade on OTC Markets following the closing.
The combined entity is expected to be rebranded and operate as Z Squared, Inc. upon closing, with the common stock anticipated to trade on the Nasdaq Capital Market under the symbol ZSQR. Incoming CEO David Halabu — founder and former Managing Partner of Group 10 Capital Management — and COO Michelle Burke — former CEO of Minting Dome Inc. — will lead the combined company. Current Coeptis CEO Michael Mehalick exits the board upon closing.
“We are excited to take this step towards our goal of creating the largest publicly-traded company in the United States primarily focused on DOGE mining. We’re proud of our strategy to bring retail and institutional audiences alike in the public markets a focused exposure to a DOGE asset.” — David Halabu, incoming CEO, Z Squared Inc.
What COEP Shareholders Are Receiving: The Dual-Value Structure
One of the distinctive features of this transaction — and a key element of The Vanderbilt Report’s prior analysis — is the portfolio separation structure that provides Coeptis shareholders with value in two separate forms rather than requiring them to choose between digital infrastructure and life sciences exposure.
Part 1: The Combined Entity (Ticker: ZSQR)
Existing Coeptis shareholders will retain 21% of the combined entity post-merger, with Z Squared shareholders receiving 79% in exchange for contributing 9,800 ASIC miners across U.S. facilities in North Carolina, South Carolina, and Iowa. At closing, Z Squared is expected to be the largest publicly-traded, pure-play Dogecoin miner in the United States — a designation that carries real market significance in an environment where institutional access to DOGE exposure is actively expanding.
Z Squared’s operational model converts mined assets to USD or stablecoins typically within 24 hours, positioning the company as a cash-flow-focused mining operation rather than a speculative digital asset holder. This disciplined approach to treasury management distinguishes Z Squared from mining companies that carry significant balance sheet exposure to crypto price volatility.
Part 2: The Gear Therapeutics Spin-Out
Simultaneously with closing, Coeptis will distribute shares of Gear Therapeutics, Inc. — the newly formed spin-out entity housing all biopharmaceutical operations — pro-rata to Coeptis shareholders of record. This spin-out preserves exposure to the full Coeptis clinical pipeline, including DVX201, the clinical-stage unmodified natural killer cell therapy licensed from Deverra Therapeutics; SNAP-CAR, the universal multi-antigen CAR platform licensed from the University of Pittsburgh; and the GEAR cell therapy platforms developed in collaboration with VyGen-Bio and researchers at the Karolinska Institute. Management has indicated its intent to pursue a Nasdaq uplisting for Gear Therapeutics as an independent entity.
The combined result for an existing COEP shareholder at closing: equity in a Nasdaq-listed Dogecoin mining company and shares in a standalone clinical-stage biotech with an institutional-quality oncology and immunology pipeline — received through a single existing position.
The Market They’re Closing Into: Dogecoin’s Institutional Moment
The merger was announced in April 2025. It closes in a materially different market environment than the one in which it was conceived. The single most significant development for Z Squared’s long-term investment thesis has occurred in the interim: the launch of the first U.S. spot Dogecoin ETF.
The 21Shares TDOG ETF: A Category-Defining Milestone
In January 2026, 21Shares launched the TDOG Dogecoin ETF on the Nasdaq — the first U.S. spot Dogecoin ETF to receive formal SEC approval, and one endorsed by the Dogecoin Foundation. This product represents a fundamental shift in how institutional capital can access DOGE. Prior to TDOG, institutional participation in Dogecoin required direct custody solutions or derivative instruments that many large allocators are structurally unable to use. The spot ETF removes that friction entirely.
Bullish analysts at Coinpedia and InvestingHaven view the ETF’s approval as a formal validation of Dogecoin’s status as a legitimate asset class and a potential driver for a significant surge in institutional demand. The REX-Osprey DOGE ETF (ticker: DOJE) had already launched in September 2025, further broadening the institutional access runway ahead of the 21Shares product.
The Mining Economics: Why This Matters for Z Squared
For Z Squared as an operator, the institutional ETF landscape matters for one reason above all: price. Dogecoin mining profitability is directly linked to the DOGE spot price. Every incremental dollar of institutional inflow into DOGE — whether through ETFs, direct custody, or futures — increases the value of every coin Z Squared mines and converts to cash within 24 hours. The company’s 9,800 ASIC miners are, in effect, a leveraged infrastructure position on Dogecoin’s adoption curve.
At current DOGE prices near $0.09, the mining operation is running against a backdrop of oversold technical conditions across the entire crypto complex. Historical analysis of Dogecoin price cycles suggests that prolonged consolidation phases near technical support have frequently preceded significant rallies — a dynamic that positions Z Squared’s current accumulation of mining capacity as a potential timing advantage at an attractive entry point in the cycle.
The Broader Digital Asset Infrastructure Landscape
The public markets have already demonstrated strong appetite for institutionally-structured digital asset mining companies. The creation of the largest publicly-traded pure-play DOGE miner in the U.S. — listed on Nasdaq, operating with a disciplined cash conversion strategy, and launching into an environment where spot Dogecoin ETFs have created a new institutional access channel — represents a structurally differentiated position in the digital asset mining sector.
For context on what the market has been willing to pay for mining companies during favorable conditions, Bitcoin mining companies have carried valuations well in excess of their hardware replacement costs during cycle highs. Z Squared’s $660 million operational valuation, anchored to 9,800 physical ASIC miners with verified hosting agreements across multiple domestic facilities, represents tangible asset backing that supports a floor valuation even in softer DOGE price environments.
The Tax Advantage: $100 Million in Deferred Value
One of the underappreciated elements of this transaction structure is the approximately $100 million in net operating loss carryforwards accumulated during Coeptis’s years of clinical-stage development. These NOLs are expected to transfer to the combined entity upon closing, providing a meaningful cash flow advantage in the early years of Z Squared’s post-merger operations.
For a mining company with a 24-hour cash conversion strategy and growing revenue tied to DOGE price movements, the ability to shield federal income taxes on those early earnings has real dollar value. Rather than paying cash taxes on mining revenues during the critical scale-up phase, management can deploy that capital toward expanding the miner fleet, optimizing hosting facilities, or building the kind of treasury reserves that distinguish durable operators from flash-in-the-pan miners.
What to Watch: Catalysts Between Now and Closing
With the hard work of the transaction largely complete — SEC effectiveness, shareholder approval, proxy mailing, fairness opinions, and all eight proposals approved — the remaining investor attention points toward execution milestones:
- Nasdaq Listing Approval: The critical remaining condition. Management has applied for ZSQR listing on the Nasdaq Capital Market. Approval represents the final formal hurdle before the transaction can be declared closed and the rebrand executed.
- Closing Announcement: Upon satisfaction of all remaining conditions, the company will file a current report on Form 8-K confirming the transaction has closed. This will be accompanied by the Gear Therapeutics spin-out share distribution and the formal rebrand to Z Squared Inc.
- Gear Therapeutics NASDAQ Uplisting Timeline: Management has indicated intent to pursue a Nasdaq uplisting for the biotech spin-out. The pace and structure of that process will be a meaningful value driver for the clinical pipeline assets that existing COEP shareholders receive in the distribution.
- DOGE Price and ETF Flow Data: As TDOG and DOJE accumulate assets under management, their holding disclosures will provide a real-time read on institutional appetite for DOGE exposure — a direct read-through to Z Squared’s per-coin mining economics.
- Q1 2026 Miner Deployment Update: Z Squared’s 9,800 ASIC miners are the physical backbone of the combined company’s revenue model. Any operational updates on miner deployment, hosting facility utilization, or network hashrate participation ahead of or following closing will inform the near-term production trajectory.
Investment Summary
The Coeptis / Z Squared transaction is not pending shareholder approval. It is not pending SEC review. Those milestones have been achieved. What remains is the administrative completion of a transformation that will produce: the largest publicly-traded U.S. pure-play Dogecoin mining company, a Nasdaq-listed digital asset infrastructure operator with 9,800 ASIC miners running a cash-conversion mining model, a $100 million tax shield protecting early earnings, and a parallel biotech spin-out delivering clinical-stage oncology and immunology pipeline exposure to existing shareholders at no incremental cost.
The market environment into which this company closes has improved materially since the deal was announced. The first U.S. spot Dogecoin ETFs are live. Institutional access channels that did not exist when this merger was conceived are now open. And the asset underlying Z Squared’s entire business model — Dogecoin — sits at historically oversold technical levels following a crypto market correction, potentially setting up the kind of accumulation dynamic that has historically preceded significant price recoveries.
The Vanderbilt Report has covered this transaction at each material step from first announcement through shareholder approval. We continue to follow the remaining closing conditions and the launch of Z Squared, Inc. as a standalone Nasdaq-listed digital asset infrastructure company.
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. Following the closing of the Z Squared merger, the combined entity will operate as Z Squared, Inc. (expected Nasdaq: ZSQR). Headquartered in Wexford, PA. For more information: https://coeptistx.com
About Z Squared Inc.
Z Squared is a digital infrastructure company focused on securing the Dogecoin (DOGE) and Litecoin (LTC) networks through institutional-scale mining operations. Upon closing of the merger, Z Squared is expected to deploy 9,800 ASIC miners across facilities in North Carolina, South Carolina, and Iowa, positioning the combined entity as the largest publicly-traded pure-play Dogecoin miner in the United States. Z Squared’s operational model emphasizes efficiency, discipline, and risk management, with mined assets converted to USD or stablecoins typically within 24 hours.
Incoming Management (Post-Close)
David Halabu, Chief Executive Officer — Founder and former Managing Partner, Group 10 Capital Management
Michelle Burke, Chief Operating Officer — Former Chief Executive Officer, Minting Dome Inc.
IMPORTANT DISCLOSURES & FORWARD-LOOKING STATEMENTS
This article is published by The Vanderbilt Report, an investor relations and financial communications publication. This report is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation of any security. All content is derived from publicly available sources including Coeptis Therapeutics SEC filings, GlobeNewswire press releases, and publicly available cryptocurrency market research.
This article contains forward-looking statements. Actual results may differ materially from those projected or implied. The closing of the Coeptis / Z Squared merger remains subject to remaining conditions including Nasdaq listing approval, which has not yet been obtained. There can be no assurance that such listing will be approved or that the combined company will meet applicable listing standards. If Nasdaq listing is not approved, the combined company’s securities will trade on OTC Markets. Dogecoin price predictions and ETF analysis are sourced from third-party analysts and are speculative in nature. Cryptocurrency investments involve substantial risk. Investing in micro-cap and small-cap securities involves substantial risk including possible loss of principal. Readers are strongly encouraged to conduct their own due diligence and consult a licensed financial advisor before making any investment decision.
Cryptocurrency market data and DOGE ETF information sourced from Axi, CoinPedia, Changelly, and public news sources. Z Squared and Coeptis transaction details sourced from SEC filings including Form S-4 (File No. 333-288329) and Form 8-K filings. Sun Business Valuations LLC provided the merger fairness opinion dated May 12, 2025 concluding the transaction is financially fair to Coeptis stockholders.
Published: March 2026 | The Vanderbilt Report
