---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-23-007466"
form_type: "8-K"
ticker: "ZSQR"
cik: "0001759186"
company_name: "Z Squared Inc."
filed_at: "2023-10-27T23:59:59+00:00"
generated_at: "2026-06-09T07:10:48.107456+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Coeptis Therapeutics raises $2M in private placement of stock and warrants

## Summary
- Gross proceeds of $2M from sale of 2M shares (or pre-funded warrants) plus class A and B warrants to healthcare investor.
- Net proceeds approx. $1.73M after placement agent fees and expenses; Ladenburg Thalmann acted as exclusive placement agent.
- Warrants exercise price $1.36 per share; class A term 18 months, class B term 5.5 years, exercisable upon shareholder approval or April 2024.
- Existing warrants held by same investor amended to reduce exercise price to $1.36 and align exercise period.
- Proceeds to be used for product development and general corporate purposes, including working capital.

## SEC filing metadata
- accession: 0001683168-23-007466
- form_type: 8-K
- ticker: ZSQR
- cik: 0001759186
- company_name: Z Squared Inc.
- filed_at: 2023-10-27T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1759186/000168316823007466/0001683168-23-007466-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1759186/000168316823007466/coeptis_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-23-007466
- JSON: https://secwatch.observer/filing/0001683168-23-007466.json
- Plain text: https://secwatch.observer/filing/0001683168-23-007466.txt

## Key facts
- Material Agreements
  Z Squared Inc. entered into Placement Agency Agreement with Ladenburg Thalmann & Co. Inc. valued at cash fee equal to 8.0% of the aggregate gross proceeds of the Private Placement, a management fee of (effective 2023-10-23).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Ladenburg Thalmann & Co. Inc.
  - Value: cash fee equal to 8.0% of the aggregate gross proceeds of the Private Placement, a management fee of
  - Effective: 2023-10-23
  source text: Ladenburg Thalmann & Co. Inc. acted as the Company’s exclusive placement agent (the “Placement Agent”) in connection with the Private Placement, pursuant to that certain placement agency Agreement, dated October 23, 2023, by and between the Company and the Placement Agent (the “Placement Agency Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1759186/000168316823007466/0001683168-23-007466-index.htm
- Material Agreements
  Z Squared Inc. entered into Securities Purchase Agreement with an institutional investor valued at combined purchase price per Share and accompanying Series A Warrant and Series B Warrant of $1.00 an (effective 2023-10-23).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an institutional investor
  - Value: combined purchase price per Share and accompanying Series A Warrant and Series B Warrant of $1.00 an
  - Effective: 2023-10-23
  source text: On October 23, 2023, Coeptis Therapeutics Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) for the issuance and sale in a private place (the “Private Placement”) of (i) 777,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 1,223,000 shares of Common Stock, (iii) Series A warrants (the “Series A Warrants”) to purchase 2,000,000 shares of Common Stock, and (iv) Series B Warrants (the “Series B Warrants” and together with the Pre-Funded Warrants and the Series A Warrants , the “Warrants”) to purchase 2,000,000 shares of Common Stock for a combined purchase price per Share and accompanying Series A Warrant and Series B Warrant of $1.00 and a combined purchase price per Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant of $0.999.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1759186/000168316823007466/0001683168-23-007466-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.