Z Squared Inc. (ZSQR): M&A transaction — Coeptis Therapeutics completes reverse merger with Bull Horn Holdings; now Nasdaq-listed

Z Squared Inc.

Merger closed Oct 28, 2022; Coeptis becomes wholly-owned subsidiary of Bull Horn (renamed Coeptis Therapeutics Holdings).
Post-merger capital: 19.5M shares outstanding; Coeptis stockholders ~88%, Bull Horn ~12%.
Pre-closing, Coeptis raised $3.27M via Reg A at $3.00/share and $5.25M from warrant exercises at avg $1.40/share.
Pipeline: CD38-GEAR-NK (multiple myeloma), CD38-Diagnostic, and SNAP-CAR-T licensed from Univ. of Pittsburgh.
Board expanded to 7 members; new directors include David Mehalick, Daniel Yerace, Christopher Calise, others.

item 2.01 item 5.01 item 5.02 item 5.03 item 5.06 item 7.01 item 8.01 item 9.01 item 3.02

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Z Squared Inc.: Amended and restated certificate of incorporation and bylaws effective October 28, 2022 (effective 2022-10-28).

Change: charter amendment
Effective: 2022-10-28

Exact text from the filing

On October 28, 2022, concurrent with the Merger, we amended and restated our certificate of incorporation and our bylaws.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Z Squared Inc.: Company is no longer a shell company as a result of the Merger (effective 2022-10-28).

Change: shell status
Effective: 2022-10-28

Exact text from the filing

As a result of the completion of the Merger, we believe that we are no longer a shell company, as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Z Squared Inc. underwent a change of control involving Coeptis Therapeutics, Inc. for 17,270,079 shares of Company Common Stock issued to former Coeptis stockholders; Predecessor stockholders retained 2,246,760 shares; Coeptis warrants converted (closed 2022-10-28).

Action: change of control
Counterparty: Coeptis Therapeutics, Inc.
Consideration: 17,270,079 shares of Company Common Stock issued to former Coeptis stockholders; Predecessor stockholders retained 2,246,760 shares; Coeptis warrants converted
Closing: 2022-10-28

Exact text from the filing

shares of Company Common Stock at an average exercise price of $7.93 per share. On the Closing Date, the former Coeptis common stock was exchanged for the right to receive 17,270,079 shares of Company Common Stock (including 2,694,948 shares of Company Common Stock issued in exchange for the Coeptis series B preferred stock issued and outstanding). The common

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83 governance changes filed in the last 30 days. Browse all governance changes →

Z Squared Inc. filing history →

Source: SEC EDGAR

accession 0001683168-22-007257

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