8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 27, 2026

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COEPTIS THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

954-400-9994

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

On April 27, 2026, Z Squared, Inc.(NASDAQ: ZSQR) (the Company”) issued a press release supplementing information related to its recently announced business combination with Coeptis Therapeutics Holdings, Inc. and its pro rata dividend distribution related to Coeptis Therapeutics Holdings, Inc.’s pre-business combination biopharmaceutical business. A copy of the press release is included with the Current Report on Form 8-K.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Z Squared Provides Additional Information onPreviously Disclosed Pro Rata Distribution

FORT LAUDERDALE, Fla, April 27, 2026 (NASDAQ: ZSQR). Z Squared, Inc. (“Company”) today issued supplemental information related to its previously announced business combination with Coeptis Therapeutics Holdings, Inc. and its pro rata dividend distribution related to Coeptis Therapeutics Holdings, Inc.’s pre-business combination biopharmaceutical business. The Company announced that the pro rata distribution of shares held by the Company in its subsidiary Coeptis Holdings, Inc. will be issued to shareholders of record on January 2, 2026, as previously disclosed. Each holder of record of the Company’s common stock will receive one share of non-transferable Coeptis Holdings, Inc. common stock for every share held. The distribution will be effected today, April 27, 2026.

As previously announced, the Company’s common stock is expected to commence trading on the Nasdaq Global Market under the ticker symbol "ZSQR" today, Monday, April 27, 2026 (CUSIP: 98878K108).

About Z Squared

Z Squared is a vertically integrated computing infrastructure company operating advanced computing equipment strategically distributed across North Carolina, South Carolina, and Iowa. The Company manages and optimizes a substantial fleet of specialized computing hardware, supported by dynamic power management strategies, real time analytics dashboards, and a comprehensive in house repair and lifecycle management program designed to maximize hardware efficiency and reduce capital waste.

Z Squared's distributed, facility agnostic infrastructure is purpose built for operational resilience and rapid scalability. The Company's infrastructure avoids over reliance on any single hosting provider and supports agile redeployment of equipment based on shifting power costs, infrastructure readiness, and uptime performance. Z Squared's operational model emphasizes efficiency, discipline, and precision execution, grounded in real time analytics integrated through centralized dashboards that aggregate data from facilities, hardware, and internal systems.

The Company's power strategy is designed to respond flexibly to real time grid conditions, including curtailment schedules and seasonal electricity rate fluctuations. By adapting energy consumption in response to pricing signals, Z Squared aims to lower its cost per kilowatt hour while preserving uptime and maximizing operational efficiency. Z Squared's distributed, facility agnostic structure reduces exposure to localized disruptions such as regulatory shifts or grid instability, and supports rapid scalability into new geographies and emerging computing workloads.

The Company is led by an experienced team with deep expertise in large scale computing operations, infrastructure optimization, and power management.

For more information, please visit www.zsquaredinc.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the expected commencement of trading of the Company's common stock on the Nasdaq Global Market; the Company's business strategy, operational plans, and growth prospects; the expected benefits of the Company's vertically integrated computing infrastructure model; the Company's ability to scale into new geographies and emerging computing workloads; and the Company's future financial and operational performance.

These forward-looking statements are based on management's current expectations and assumptions and are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others: the Company's ability to execute its business strategy; competition in the computing infrastructure and digital asset industries; changes in power costs, energy regulation, and grid conditions; hardware availability, pricing, and obsolescence; the Company's ability to maintain and expand its facility footprint; the volatility of cryptocurrency markets and digital asset values; market, economic, and capital markets conditions; and regulatory developments affecting the Company's operations. Additional risks and uncertainties are described under the heading "Risk Factors" in the Company's Registration Statement on Form S-4, as amended, and other filings with the SEC.

Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether as a result of new information, future events, or otherwise.

Investor Relations Contact: ZSQR@mzgroup.us