Z Squared Inc. — fact timeline

Jeffery Harris was appointed as Chief Technology Officer at Z Squared Inc..

“On June 24, 2026, the Board of Directors (the “Board”) of Z Squared Inc. (the “Company”) appointed Jeffery Harris as Chief Technology Officer of the Company, effective June 24, 2026 (the “Effective Date”).”

Z Squared Inc. issued up to an aggregate of $50,000,000 of shares of the Company's common stock of common stock to LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company for 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period.

“draw notice may be outstanding at any time, with a minimum of 14 calendar days required between successive draw notices. The purchase price for the shares sold in each draw is 95% of the volume-weighted average price of the Common Stock over a five consecutive trading-day pricing period unique to that draw. The Company retains sole control over whether,”

Z Squared Inc. entered into Committed Equity Forward Purchase Agreement with LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company valued at $50,000,000 (effective 2026-05-29).

“On May 29, 2026, Z Squared Inc. (the “Company”) entered into a Committed Equity Forward Purchase Agreement (the “Purchase Agreement”) with LucentHash / Data Part Capital, a trading name of Translucent Matter Inc., a British Virgin Islands company (the “Purchaser”). The Purchase Agreement allows the Company, in its sole discretion, sell to the Purchaser up to an aggregate of $50,000,000 of shares of the Company’s common stock”

David Halabu changed role as Chief Executive Officer at Z Squared Inc..

“Following Ms. Burke’s resignation described in Item 5.02(b) above, David Halabu, who had served as a Co-Chief Executive Officer of the Company alongside Ms. Burke since April 24, 2026, will continue to serve as the sole Chief Executive Officer of the Company, effective May 22, 2026.”

Michelle Burke resigned as director at Z Squared Inc..

“On May 22, 2026, Michelle Burke notified the Board of Directors (the “Board”) of Z Squared Inc. (the “Company”) of her resignation as Co-Chief Executive Officer and director of the Company, effective May 22, 2026.”

Michelle Burke resigned as Co-Chief Executive Officer at Z Squared Inc..

“On May 22, 2026, Michelle Burke notified the Board of Directors (the “Board”) of Z Squared Inc. (the “Company”) of her resignation as Co-Chief Executive Officer and director of the Company, effective May 22, 2026.”

Z Squared Inc. issued shares of restricted Common Stock having an aggregate value of $100,000 of common stock to MZHCI, LLC for investor relations consulting services.

“Effective as of December 8, 2025, the Company entered into an Investor Relations Consulting Agreement (the “MZHCI Agreement”) with MZHCI, LLC, an MZ Group company (“MZHCI”), pursuant to which MZHCI agreed to provide investor relations consulting services to the Company, including investor outreach, financial media coordination, IR website design and hosting, and related services. As compensation for the services, the Company agreed to (i) pay MZHCI a monthly cash fee, (ii) issue to MZHCI shares of restricted Common Stock having an aggregate value of $100,000, valued at the closing price of the Common Stock on April 24, 2026 (the “MZHCI Initial Shares”), within 60 days following the signing of the MZHCI Agreement, and (iii) pay one-time performance-based bonuses”

Z Squared Inc. issued up to an aggregate of 566,000 shares of Common Stock of common stock to Moneta Advisory Partners, LLC for investor relations, content, media, and advisory services.

“On January 23, 2026, the Company entered into a Corporate Services Agreement (the “MAP Agreement”) with Moneta Advisory Partners, LLC (“MAP”), pursuant to which MAP agreed to provide investor relations, content, media, and advisory services to the Company for a one-year term. As compensation for the services, the Company agreed to issue to MAP up to an aggregate of 566,000 shares of Common Stock (the “MAP Shares”), consisting of 11,000 shares issuable upon signing, up to 415,000 target shares issuable upon achievement of specified performance milestones, and up to 140,000 bonus pool shares issuable upon achievement of additional milestones, in each case as set forth in the Milestone-Based Equity Award Schedule attached to the MAP Agreement and subject to written verification and certification by the Compensation Committee of the Board of Directors (the “Board”) of achievement of each applicable milestone. The MAP Shares are subject to the leak-out and lock-up provisions set forth in th”

Z Squared Inc. issued 200,000 shares of Common Stock of common stock to Adam K. Wasserman for consulting services pursuant to consulting agreement amendment.

“On April 27, 2026, the Company entered into an amendment (the “Group 10 Amendment”) to its consulting agreement with Group 10 Holdings LLC (“Group 10”), pursuant to which, among other things, the Company agreed to issue 200,000 shares of Common Stock (the “Wasserman Shares”) to Adam K. Wasserman, the principal of Group 10. The issuance of the Wasserman Shares is also reported under Item 3.02 of this Current Report on Form 8-K.”

Z Squared Inc. entered into Binding Letter of Intent with MN Data Centers JV LLC and Claw Holdings, LLC valued at $18,000,000 (effective 2026-04-28).

“On April 28, 2026, Z Squared Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company holding 80% of the membership interests of Skycore Digital LLC, a North Carolina limited liability company (“Skycore”), and Claw Holdings, LLC, a North Carolina limited liability company holding the remaining 20% of such membership interests (collectively, the “Sellers”), pursuant to which the Company has agreed to acquire 100% of the issued and outstanding membership interests of Skycore (the “Skycore Acquisition”).”

Ryan Schadel was appointed as Chief Marketing Officer at Z Squared Inc..

“on April 27, 2026, the Board appointed Ryan Schadel to serve as Chief Marketing Officer of the Company.”

David Halabu was appointed as Co-Chief Executive Officer at Z Squared Inc..

“On April 27, 2026, the Board appointed each of the following individuals to serve in the office set forth opposite his or her name, in each case to hold office at the pleasure of the Board (subject to the terms of any applicable employment or service agreement): • David Halabu — Co-Chief Executive Officer (principal executive officer);”

Z Squared Inc.: Amended certificate of incorporation to change company name from Coeptis Therapeutics Holdings, Inc. to Z Squared Inc (effective 2026-04-27).

“On April 27, 2026, we amended our certificate of incorporation to change the name of the company from Coeptis Therapeutics Holdings, Inc. to "Z Squared Inc."”

Z Squared Inc. received a nasdaq deficiency notice notice regarding other (rules 5620(a), 5810(c)(2)).

“January 12, 2026, Coeptis Therapeutics Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Capital Market LLC (“Nasdaq”) indicating that the Company is in violation of Nasdaq Listing Rules 5620(a) and 5810(c)(2)G) due to the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end of December 31, 2024 (the “Annual Meeting Rule”). Under Nasdaq Listing Rules, the Company has 45 calendar days from January 12, 2026 to submit a plan to regain compliance and, if Nasdaq accepts su”

Colleen Delaney resigned as Chief Scientific and Medical Officer at Z Squared Inc..

“On March 21, 2025, Colleen Delaney submitted her resignation from her role as Chief Scientific and Medical Officer of the Coeptis Therapeutics Holdings, Inc. (the “Company”), effective March 24, 2025.”

Z Squared Inc.: Added Article IV.D to effect a 20-to-1 reverse stock split of common stock, effective 5:00 P.M. Eastern Time on December 30, 2024 (effective 2024-12-30).

“Article IV of the Certificate of Incorporation is hereby amended by adding the following paragraph as a new Article IV.D: “D. Effective as of 5:00 P.M., Eastern Time, on December 30, 2024 (the “Effective Time”), each twenty (20) outstanding shares of the Corporation’s Common Stock, par value $0.0001 per share, shall automatically and without any action on the part of the respective holders thereof be exchanged and combined into one (1) share of Common Stock, par value $0.0001 per share. At the Effective Time, there shall be no change in the number of authorized shares that the Corporation shall have the authority to issue. No fractional shares shall be issued in connection with the exchange. In lieu thereof, any person who holds a fraction of one (1) share of Common Stock after the exchange shall be entitled to receive one (1) share of Common Stock.””

Z Squared Inc. reported that prior financial statements should not be relied upon.

“On March 19, 2024, the Audit Committee of Coeptis Therapeutics Holdings, Inc. (“the Company”), after discussions with Management, determined that, due to certain accounting errors described below, the following may no longer be relied upon: (i) the audited consolidated financial statements for the year ended December 31, 2022, included in the Company’s Form 10-K for the year ended December 31, 2022; (ii) the unaudited condensed consolidated financial statements for the periods ended March 31, June 30, and September 30, 2023, included in the Company’s Forms 10-Q for the periods then ended”

Z Squared Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“January 29, 2024, Coeptis Therapeutics Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice has no immediate effe”

Z Squared Inc. shareholders approved Approve amendment to 2022 Equity Incentive Plan to add 5,000,000 shares for issuance at the 2023-12-20 meeting.

“At the Meeting, the vote to approve an amendment to the Company’s 2022 Equity Incentive Plan, as amended, or the 2022 Plan, to add 5,000,000 shares for issuance under the 2022 Plan was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTE 18,691,980 134,212 181,940 2,943,043”

Z Squared Inc. shareholders approved Non-binding advisory vote to approve the compensation of named executive officers at the 2023-12-20 meeting.

“At the Meeting, the vote to conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers, was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTE 18,544,258 413,037 50,837 2,943,043”

Z Squared Inc. shareholders approved Approve issuance of shares underlying warrants originally issued in June 2023 and October 2023, for Nasdaq Marketplace Rule 5635(d) at the 2023-12-20 meeting.

“At the Meeting, the vote to approve, for the purpose of Nasdaq Marketplace Rule 5635(d), the issuance of shares of common stock underlying warrants originally issued by the Company in June 2023 and October 2023, was as follows: FOR AGAINST ABSTAIN BROKER NON-VOTE 18,679,579 182,627 145,926 2,943,043”

Z Squared Inc. shareholders approved Ratify the appointment of Turner Stone & Company, LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-12-20 meeting.

“At the Meeting, the vote to ratify the appointment of Turner Stone & Company, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was as follows: FOR AGAINST ABSTAIN 21,900,607 1,675 48,893”

Z Squared Inc. shareholders approved Election of seven directors at the 2023-12-20 meeting.

“At the Meeting, the vote to elect seven (7) directors, was as follows: FOR WITHHELD BROKER NON-VOTE David Mehalick 18,999,713 8,419 2,943,043 Daniel Yerace 18,999,468 8,664 2,943,043 Christopher Calise 18,989,395 18,737 2,943,043 Tara Maria DeSilva 18,999,723 8,409 2,943,043 Philippe Deschamps 18,999,579 8,553 2,943,043 Christopher Cochran 18,984,781 23,351 2,943,043 Gene Salkind 18,994,614 13,518 2,943,043”

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).

“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”).”

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).

“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.”

Z Squared Inc. received a nasdaq deficiency notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).

“August 28, 2023, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty-three consecutive business days, the Market Value of Listed Securities, as defined by Nasdaq (“MVLS”) had been below the $35 million minimum requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial period of 180 calendar days, or until February 26, 2024, to regain compliance. The letter states”

Z Squared Inc. entered into Sublicense Agreement with Deverra Therapeutics Inc. (effective 2023-08-16).

“a non-exclusive sublicense agreement (the “Sublicense Agreement”), in support of the assets obtained by the exclusive license, pursuant to which the Company sublicensed from Deverra certain assets which Deverra has rights to pursuant a license agreement (“FHCRC Agreement”) by and between Deverra and The Fred Hutchinson Cancer Research Center (“FHCRC”).”

Z Squared Inc. entered into APA with Deverra Therapeutics Inc. valued at approximately $570,000 in cash (effective 2023-08-16).

“In support of the exclusive license, the Company also entered into with Deverra (i) an asset purchase agreement (the “APA”) pursuant to which the Company purchased certain assets from Deverra, including but not limited to two Investigational New Drug (IND) applications and two Phase 1 clinical trial stage programs (NCT04901416, NCT04900454) investigating infusion of DVX201, an unmodified natural killer (NK) cell therapy generated from pooled donor CD34+ cells, in hematologic malignancies and viral infections”

Z Squared Inc. entered into License Agreement with Deverra Therapeutics Inc. (effective 2023-08-16).

“On August 16, 2023, Coeptis Therapeutics Holdings, Inc. (the “Company”) entered into an exclusive licensing arrangement (the “License Agreement”) with Deverra Therapeutics Inc. (“Deverra”), pursuant to which the Company completed the exclusive license of key patent families and related intellectual property related to a proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of multiple distinct immune effector cell types, including natural killer (NK) and monocyte/macrophages.”

Z Squared Inc. entered into Underwriting Agreement with Ladenburg Thalmann & Co. Inc. valued at approximately $3.5 million (effective 2023-06-13).

“On June 13, 2023, Coeptis Therapeutics Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Underwriter”), pursuant to which the Company issued and sold, in a registered public offering by the Company (the “Offering”) (i) 2,150,000 shares of common stock (the “Shares”), (ii) 1,350,000 pre-funded warrants (the “Pre-funded Warrants”), (iii) 3,062,500 Series A Warrants with an exercise price of $1.65 per share and which are exercisable for a period of five years commencing six months after the issuance date (the “Series A Warrants”), and (iv) 3,062,500 Series B Warrants with an exercise price of $1.65 per share and which are exercisable for a period of five years commencing six months after the issuance date (the “Series B Warrants, and together with the Pre-funded Warrants and the Series B Warrants, the “Warrants”).”

Z Squared Inc. received a nasdaq deficiency notice notice regarding other.

“June 13, 2023. The Nasdaq Approval Letter also confirms that effective simultaneously with the transfer to The Nasdaq Capital Market the previously announced deficiency (announced in the Company’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission on December 29, 2022) will be deemed closed.”

Brian Cogley was appointed as Chief Financial Officer at Z Squared Inc..

“On May 17, 2023, the Company announced that Brian Cogley, age 37, was appointed as the Company’s new Chief Financial Officer, effective immediately.”

Christine Sheehy departed as Chief Financial Officer at Z Squared Inc..

“On May 17, 2023, Coeptis Therapeutics, Inc. (NASDAQ GLOBAL: COEP) (the “Company”) announced that Christine Sheehy is stepping down from her role as Chief Financial Officer of the Company, effective immediately.”

Z Squared Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(3)(A), 5810(c)(3)(C)).

“December 22, 2022, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last thirty consecutive business days, the Market Value of Listed Securities, as defined by Nasdaq (“MVLS”) had been below the $50 million minimum requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(3)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial period of 180 calendar days, or until June 20, 2023, to regain compliance. The letter states that”

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

“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.”

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

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

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).

“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”