Executive Summary / Key Takeaways

• Profound Strategic Pivot: Coeptis Therapeutics is undergoing a dramatic transformation, spinning out its biotechnology operations to merge with Z Squared, Inc., with the stated aim of becoming the largest publicly-traded, Dogecoin-focused mining company globally.
• Dual-Track Present, Crypto-Focused Future: While currently operating in both pre-revenue biotechnology and an emerging AI-powered technology segment, the investment thesis is now overwhelmingly centered on the successful execution of this merger and the future performance in the highly volatile cryptocurrency mining sector.
• Nascent Technology Revenue: The recently acquired NexGenAI Affiliates Network platform began generating revenue in Q1 2025, contributing $200,681 in sales for Q2 2025 and $263,555 for the six months ended June 30, 2025, offering a new, albeit small, revenue stream.
• Persistent Financial Headwinds & Capital Needs: The company reported a net loss of $7.76 million for the six months ended June 30, 2025, and an accumulated deficit of $105.99 million, raising substantial doubt about its going concern status, necessitating ongoing capital raises.
• High-Risk, High-Reward Transformation: The strategic shift presents both immense potential for rapid growth in a new, dynamic industry and significant risks associated with merger execution, regulatory changes, and the inherent volatility of cryptocurrency markets.

The Genesis of a Metamorphosis: From Pharma to Precision Medicine to Digital Gold

Coeptis Therapeutics Holdings, Inc. stands at the precipice of a profound transformation, shedding its skin as a biopharmaceutical innovator to embrace a future deeply rooted in the digital frontier of cryptocurrency mining. This radical strategic pivot, culminating in a pending merger with Z Squared, Inc. to create the world's largest publicly-traded, Dogecoin-focused mining company, marks a complete redefinition of its core identity. The journey to this point has been one of continuous evolution, from its origins in 2017 as Coeptis Pharmaceuticals, LLC, through early forays into commercializing anti-hypertension drugs and generic product development, which were ultimately abandoned or divested due to market challenges and the impact of the COVID-19 pandemic.

The company's more recent past saw a concentrated effort in the high-growth fields of cell and gene therapy, aligning with a global oncology market projected to expand significantly, with the multiple myeloma segment alone expected to reach $31 billion by 2026 from $19.48 billion in 2018. This biotech focus was complemented by a nascent technology division, which began generating revenue in early 2025. However, the announcement of the Z Squared merger in April 2025 signals a decisive shift, positioning the company to capitalize on the burgeoning interest and investment in blockchain and digital assets, a trend that has seen explosive growth and significant capital inflows across the broader industry.

Technological Foundations: Biotech Innovation and AI-Driven Diversification

Before its impending spin-out, Coeptis's biotechnology division had cultivated a portfolio of innovative cell therapy platforms aimed at cancer, autoimmune, and infectious diseases. Its flagship GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform, for which Coeptis secured exclusive worldwide development and commercialization rights in March 2025, represents a first-in-class approach. This technology is designed to modify Natural Killer (NK) cells, enabling their co-administration with targeted monoclonal antibodies (mAbs) without being neutralized, thereby avoiding undesired "on target/off tumor effects." This differentiation holds the potential for significantly improved outcomes for patients with hematologic malignancies and other cancers, including the ability to modify hematopoietic stem cells (HSCs) to improve bone marrow transplant outcomes. CEO Dave Mehalick emphasized the "extensive market potential" of GEAR, envisioning it as a "beneficial, cost-effective therapeutic option available to all patients in need."

Another key asset is the SNAP-CAR Technology Platform, licensed from the University of Pittsburgh, which utilizes universal self-labeling SynNotch and CARs for programmable antigen-targeting. Research and development efforts are underway with the Karolinska Institutet to advance SNAP-CAR T-cells targeting HER2, and a partnership with Monarch Therapeutics in May 2025 further bolsters this platform with small-molecule adaptor-based technology. Additionally, the CD38-Diagnostic, an in vitro screening tool, received a beneficial Class II device classification from the FDA in September 2023, enabling more precise planning for its development. This diagnostic aims to facilitate "cost-effective medical decisions" by identifying cancer patients most likely to benefit from anti-CD38 mAb therapies. These biotech assets, while pre-revenue and capital-intensive, represent a strategic focus on precision medicine, offering differentiated approaches in a competitive oncology landscape.

In a move to diversify and generate more immediate revenue, Coeptis established a Technology Division, marked by the December 2024 acquisition of the NexGenAI Affiliates Network Platform. This platform integrates AI-powered marketing software and robotic process automation capabilities, enabling the company to offer managed digital marketing services such as lead generation, content marketing, and social media integration. The platform's proprietary automation and virtual assistant technologies streamline client outreach and engagement workflows. This segment quickly demonstrated its commercial viability, beginning to generate revenue in the first quarter of 2025.

Strategic expansion of the Technology Division includes the launch of an AI Co-Working Hub in India in April 2025, a partnership aimed at fostering advancements in AI, blockchain technologies, digital transformation, and robotic solutions for defense and security. CEO Dave Mehalick highlighted this as a "significant step toward expanding the NexGenAI Affiliate Group's global footprint," poised to "accelerate the development of AI-powered marketing solutions while enhancing our focus on blockchain-driven growth.” Further solidifying its position, NexGenAI Affiliates partnered with NUBURU, Inc. (NBURU) in March 2025, leveraging its AI-driven capabilities to assist NUBURU's transformation into defense-tech, security, and operational resilience solutions. This partnership underscores Coeptis's intent to "redefine how businesses engage with their clients in the rapidly evolving defense and security landscape."

Financial Performance and Liquidity: Fueling the Future

Coeptis's financial performance for the six months ended June 30, 2025, reflects a company in transition, heavily investing in its future while managing significant operational costs. The company reported a net loss of $7.76 million for the six months ended June 30, 2025, contributing to an accumulated deficit of $105.99 million as of that date. This substantial deficit and ongoing losses raise considerable doubt about the company's ability to continue as a going concern, underscoring the critical need for successful capital-raising initiatives.

Revenue generation, a new development for the company in 2025, stemmed entirely from the recently acquired Technology segment. Sales for the three months ended June 30, 2025, reached $200,681, with total sales for the six months ended June 30, 2025, at $263,555. This contrasts sharply with zero revenue in the comparable periods of 2024, indicating the immediate commercial impact of the NexGenAI acquisition. Cost of goods sold for the Technology segment was $45,157 in Q2 2025 and $90,313 year-to-date.
Operating expenses increased to $4.68 million in Q2 2025 from $2.83 million in Q2 2024, and to $8.75 million for the six months ended June 30, 2025, from $5.75 million in the prior year period. This rise was primarily driven by increased professional services expenses, largely attributed to consulting and legal fees associated with the pending Z Squared merger agreement. Research and development expenses, however, saw a year-over-year decrease due to the termination of the Shared Services Agreement with Deverra Therapeutics in December 2024. Interest expense also decreased for the six months ended June 30, 2025, primarily due to the satisfaction of a convertible note with Purple Biotech (PPBT).

Liquidity remains a key focus. Cash and cash equivalents increased to $2.00 million as of June 30, 2025, from $532,885 at December 31, 2024. This improvement was supported by significant capital-raising efforts, including the successful closure of a $10 million Series A preferred stock offering by February 2025. Post-quarter, in July 2025, the company commenced a private placement common stock offering targeting $2.5 million to $5.0 million, with proceeds earmarked for working capital and subsidiary SNAP Biosciences.

Debt-to-equity conversions also played a role, with Yorkville converting $1.30 million of principal and $52,505 of interest into 233,500 common shares during the first half of 2025, and an additional $1.14 million converted in July 2025. These efforts are crucial as the company maintains a minimal infrastructure while focusing on product development and strategic initiatives.

Competitive Dynamics and the Strategic Leap

In its prior incarnation, Coeptis operated in the highly competitive biopharmaceutical sector, facing industry giants like Bristol-Myers Squibb (BMY), Merck (MRK), Gilead Sciences (GILD), and Amgen (AMGN). These large-cap competitors boast vast resources, diversified pipelines, and established global market reach. Coeptis's biotech assets, such as the GEAR-NK platform, offered a "differentiated approach" in precision immuno-oncology, aiming for superior efficacy and targeted treatment in niche areas. However, financially, Coeptis's TTM Gross Profit Margin of 31.67% significantly lagged behind BMY (57%), MRK (76%), GILD (78%), and AMGN (62%), reflecting its early-stage, pre-commercial status in biotech. Its deeply negative operating and net profit margins stood in stark contrast to the profitability of its larger rivals. Coeptis's strategy in this arena relied heavily on strategic partnerships and niche innovation to carve out a competitive edge.

The emerging Technology segment, with its NexGenAI platform, positions Coeptis in the rapidly expanding AI and automation market. This segment's partnerships, such as with NUBURU and Ishvara Tech in India, are critical for expanding its footprint and capabilities, offering a more immediate revenue stream and diversifying risk away from the capital-intensive biotech pipeline.

However, the impending merger with Z Squared, Inc. fundamentally redefines Coeptis's competitive landscape. The future entity, focused on Dogecoin mining, will compete in the volatile and rapidly evolving cryptocurrency mining industry. Here, competition will come from established crypto miners, and success will depend on factors such as energy costs, hardware efficiency, and the fluctuating value of digital assets. This radical pivot represents a strategic response to the significant capital requirements and long development timelines inherent in biotech, opting for a potentially faster-growth, albeit equally volatile, path in a completely new industry.

Outlook, Guidance, and Inherent Risks

The outlook for Coeptis is bifurcated, reflecting its current dual operations and the impending strategic pivot. For its biotechnology segment, management explicitly states that "significant revenue" is not expected for "at least the next two years," as drug development continues towards commercialization, likely through partnerships. Operating expenses are projected to increase due to anticipated headcount growth and the ongoing costs associated with operating as a public company, including accounting, legal, and regulatory compliance. Research and development costs are also expected to rise to support new strategic initiatives within the biotech pipeline, prior to its spin-out.

The dominant forward-looking event is the merger with Z Squared, Inc., which is "expected to close in 2025." This transaction will fundamentally alter the company's business model, shifting its primary focus to Dogecoin mining. The success of this new venture will hinge on the execution of the merger, the operational efficiency of the mining activities, and the highly unpredictable market dynamics of cryptocurrencies.

The investment in Coeptis carries substantial risks. The "going concern" warning, driven by the accumulated deficit and ongoing losses, highlights the critical dependence on successful future capital raises. The inherent uncertainties of drug development, including the potential for clinical trial failures and regulatory hurdles, remain a significant risk for the biotech assets prior to their spin-out. Furthermore, the Z Squared merger introduces a new set of risks: the complexities of completing a major corporate transaction, the operational challenges of scaling a cryptocurrency mining operation, and the extreme volatility of the Dogecoin market. Investors must weigh the potential for rapid growth in the crypto sector against these substantial execution and market risks.

Conclusion

Coeptis Therapeutics Holdings, Inc. is in the midst of a dramatic and high-stakes transformation, moving from a capital-intensive, long-horizon biopharmaceutical developer to an ambitious player in the cryptocurrency mining space. The core investment thesis now hinges on the successful execution of the Z Squared merger and the subsequent performance of the combined entity as a Dogecoin-focused mining operation. While the company's biotechnology assets, such as the GEAR™ and SNAP-CAR platforms, represent innovative approaches in precision immuno-oncology, their future within the current corporate structure is limited by the impending spin-out.

The emergence of the NexGenAI Affiliates Network provides a nascent revenue stream and a foothold in the growing AI and automation sectors, offering a degree of diversification and more immediate commercial activity. However, the company's financial health, marked by significant losses and an accumulated deficit, underscores the critical need for continuous capital infusion. This strategic pivot is a bold gamble, trading the long, arduous path of drug development for the potentially faster, but equally volatile, returns of the digital asset economy. For investors, Coeptis represents a speculative opportunity, where the promise of a radical rebirth into a new industry must be carefully balanced against the substantial risks inherent in such a profound strategic shift and the unpredictable nature of its chosen future market.