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Fraud / investigation
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Red Flags Detected
- Key Supplier Under SEC Investigation (new) — BSG Series CM, the company's mining asset supplier, faces SEC litigation and court-ordered monitoring, creating counterparty risk.
Z Squared completes reverse merger, pivots from biopharma to Dogecoin/Litecoin mining
Filed April 30, 2026 · Period ending April 24, 2026 · ~1 min read
Key Changes
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Coeptis Therapeutics completed reverse merger with Z Squared Inc. on April 24, 2026. Former Z Squared shareholders received 43.9M shares representing majority control. Company changed name to Z Squared Inc. (ticker: ZSQR) and will report Z Squared's historical financials going forward.
Item 2.01 verify on EDGAR → -
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Business transformed from biopharmaceuticals to cryptocurrency mining focused on Dogecoin and Litecoin. Will deploy 9,800 ASIC miners across six North American facilities with mining assets valued at $660.3M as of January 2025.
Item 2.01: Business Description verify on EDGAR → -
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Entire board and executive team replaced at closing. New CEO David Halabu and four other Z Squared designees now control governance. Former Coeptis management resigned.
Item 5.01, 5.02 verify on EDGAR → -
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Pre-merger Coeptis spun out substantially all biopharmaceutical assets into Coeptis Holdings Inc., distributed as dividend to old shareholders. Post-merger company retained only GEAR Therapeutics, with CHI holding 24-month purchase option starting October 2026.
Item 2.01: Spin-out verify on EDGAR → -
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Key mining equipment supplier BSG Series CM is defendant in ongoing SEC litigation for alleged investment misconduct. Company acknowledges exposure to reputational and operational risks from this relationship, though not a party to the case.
Item 2.01: Risk Factors verify on EDGAR →
Summary
Z Squared Inc. emerged from a reverse merger that fundamentally transformed the business. What was Coeptis Therapeutics, a biopharmaceutical company, is now a cryptocurrency mining operation focused exclusively on Dogecoin and Litecoin. The April 24, 2026 transaction gave former Z Squared shareholders control of the combined entity, which adopted Z Squared's name, ticker symbol, and business model.
The company plans to operate 9,800 specialized mining machines across six facilities in North Carolina, South Carolina, and Iowa. For retail investors, this represents a complete business pivot with new management, new industry risks, and new capital requirements.
The pre-merger biopharma assets were spun out to old Coeptis shareholders, leaving the new entity focused purely on crypto mining economics—energy costs, hardware depreciation, and cryptocurrency price volatility. The company's reliance on BSG Series CM for mining equipment adds counterparty risk, as that supplier faces ongoing SEC enforcement action. Investors should watch for: (1) operational updates on miner deployment and hash rate production, (2) any developments in the BSG Series CM litigation that could affect equipment supply, and (3) the company's first post-merger financial statements showing actual mining economics versus projections.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Z Squared Inc. disclosed completion of an acquisition or disposition of assets, but no details provided in filing excerpt.
Added in current filing · verify on EDGAR →
Item 2.01 Completion of Acquisition or Disposition of Assets
The company filed an 8-K under Item 2.01, which indicates completion of an acquisition or disposition of assets. However, the filing excerpt provided contains only the item header with no substantive details about the transaction, parties involved, consideration, or business impact.
Event · Item 5.01 — Changes in Control of Registrant
8-K discloses a change in control of Z Squared Inc., but no details are provided in the filing body.
Added in current filing · verify on EDGAR →
Item 5.01 Changes in Control of the Registrant
The company has filed an 8-K under Item 5.01, which is used to report changes in control of the registrant. However, the filing body contains no substantive disclosure beyond the item heading. This suggests either the filing is incomplete, or detailed information will be provided in an amendment or exhibits not included in this excerpt.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K discloses director or officer changes under Item 5.02, but no specific details provided in filing excerpt.
Added in current filing · verify on EDGAR →
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
The 8-K triggers Item 5.02, which covers departures, elections, or appointments of directors/officers, or compensatory arrangement changes. The filing excerpt does not contain the actual disclosure details describing what specific event occurred, who was affected, or the terms involved.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Z Squared Inc. disclosed amendments to articles of incorporation or bylaws, or a change in fiscal year.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The 8-K discloses Item 5.03, indicating amendments to the company's articles of incorporation or bylaws, or a change in fiscal year. No additional detail is provided in the filing body, making it impossible to determine the specific nature or materiality of the change.
Event · Item 9.01 — Financial Statements and Exhibits
Z Squared Inc. completed reverse merger with Coeptis, changing business from biopharmaceuticals to cryptocurrency mining (DOGE/LTC).
Added in current filing · verify on EDGAR →
On the Closing Date, pursuant to the Merger Agreement, all of the then-serving directors and executive officers of Coeptis resigned at or prior to the Effective Time. Prior to the Effective Time but to be effective immediately following the closing of the Merger and ratification by the new Pubco Board, the Coeptis Board elected five designees selected by Z Squared to serve as members of the board of directors of Pubco effective upon consummation of the Merger.
All prior Coeptis directors and executive officers resigned at closing. The new board consists of five Z Squared designees: David Halabu (CEO, President, Director), Adam Sohn, Bryan Fuerst, Kenneth Cooper, and Michelle Burke (COO, Director). New executive officers are David Halabu (CEO), Michelle Burke (COO), and Brian Cogley (CFO).
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify