Coeptis Therapeutics Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On January 30, 2026, Coeptis Therapeutics Holdings, Inc. (the “Company”) held an Annual and Special Meeting of Stockholders (the “Meeting”) to consider and vote on nine proposals, each of which is described in greater detail in the Company’s definitive proxy statement/prospectus dated January 5, 2026 and first mailed to stockholders of the Company on or about January 7, 2026, as amended and/or supplemented (the “Proxy Statement”). At the close of business on January 2, 2026, the record date for the determination of stockholders entitled to vote at the Meeting, there were 5,680,111 shares of common stock, each share entitled to one vote, constituting all of the outstanding voting securities of the Company. At the Meeting, the holders of 3,697,558 shares of the Company’s common stock were represented in person or by proxy, constituting a quorum. The final voting results for each of the matters submitted to a Company stockholder vote at the Special Meeting are set forth below. Capitalized terms used and not otherwise defined herein have the meanings given in the Proxy Statement.
| 1) | Proposal 1. At the Meeting, the vote to approve the issuance of Coeptis common stock in the Merger in
accordance with the terms of the Agreement and Plan of Merger, dated as of April 25, 2025, by and among Coeptis, Merger Sub and Z Squared,
a copy of which is attached as Annex A to the Proxy Statement, and the transactions contemplated, including the change of control of Coeptis
resulting from the Merger (the “Merger Proposal”), was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,472,303 | 225,250 | 5 | 0 |
| 2) | Proposal 2. At the Meeting, the vote to approve a spin out of the operations comprising the Coeptis’
biopharmaceutical operations other than those conducted through GEAR Therapeutics, Inc. (the “Spin Out Proposal”), was as
follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,470,423 | 225,865 | 1,270 | 0 |
| 3) | Proposal 3. At the Meeting, the vote to approve an amendment to the amended and restated certificate of incorporation of Coeptis to change the corporate name from Coeptis Therapeutics Holdings, Inc. to “Z Squared Inc.” (the “Coeptis Name Change”), in the form attached as Annex B to the Proxy Statement (the “Certificate of Incorporation Proposal”), was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,471,316 | 226,240 | 2 | 0 |
| 4) | Proposal 4. At the Meeting, the vote to approve the adoption of a new equity incentive plan for the combined company in the form attached as Annex C to the Proxy Statement (the “Equity Incentive Plan Proposal”), was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,681,614 | 12,291 | 3,653 | 0 |
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| 5) | Proposal 5. At the Meeting, the vote to approve the members of the Board of the combined company (the “Board of Directors Proposal”), was as follows: |
| FOR | WITHHELD | BROKER NON-VOTE | ||||
| Bryan Fuerst | 3,696,456 | 1,102 | 0 | |||
| Adam Sohn | 3,696,423 | 1,135 | 0 | |||
| David Halabu | 3,696,426 | 1,132 | 0 | |||
| Michelle Burke | 3,690,988 | 6,570 | 0 | |||
| Kenneth Cooper | 3,696,423 | 1,135 | 0 |
| 6) | Proposal 6. At the Meeting, the vote to approve the repricing or replacement of certain outstanding options that have been previously granted under the Company’s existing 2022 Equity Incentive Plan (the “Option Proposal”), was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,453,849 | 241,823 | 1,886 | 0 |
| 7) | Proposal 7. At the Meeting, the vote to ratify the appointment of Astra Audit & Advisory, LLP as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 3,695,612 | 96 | 1,850 |
| 8) | Proposal 8. At the Meeting, the non-binding advisory vote to approve the compensation of the Company’s named executive officers (the “Executive Compensation Proposal”), was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,691,897 | 2,849 | 2,812 | 0 |
Proposal 9. At the Meeting, the vote to adjourn the Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 –8 (the “Adjournment Proposal”), was not presented at the meeting.
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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.
| Coeptis Therapeutics Holdings, Inc. | ||
| Date: February 4, 2026 | By: | /s/ David Mehalick |
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David Mehalick Chief Executive Officer | ||
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